Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is paid to the extent that the same have become due, except where the failure so to file would not and has not been delinquent in reasonably be expected to have a material adverse effect on the payment Condition of any Taxthe Company. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Sibling have not been accurately prepared and duly and timely filedfiled or extensions with thereto granted, and all though to Sibling’s knowledge, no federal, state and or local Taxes required to be paid are due with respect to the periods covered by such returns have been paiddelinquent returns. The Company is not Notwithstanding the aforementioned representation, Sibling will file all delinquent federal, state or local Tax Returns prior to the Closing Date and has not been delinquent in be responsible for the payment satisfaction of any Taxamounts due thereon, including Taxes, fees or penalties, if any. The Company Sibling has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySibling’s federal income Tax Returns tax returns nor any state state, provincial or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Sibling has withheld or collected from each payment made to each of its employees employees, if required, the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Sibling now pending, and the Company Sibling has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Sibling is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Sibling has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, state and local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Sibling (a) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten unwritten, and (collectively, “Tax Sharing Agreements”), nor b) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such any Tax Sharing Agreementssharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state state, provincial and local Tax Returns of the Company Sona have not been accurately prepared and duly and timely filedfiled or extensions with respect thereto granted, and all though to Sona’s knowledge, no federal, state and state, provincial or local Taxes required to be paid are due with respect to the periods covered by such returns have been paiddelinquent returns. The Company is not Notwithstanding the aforementioned representation, Sona will file all delinquent federal, state, provincial or local Tax Returns prior to the Closing Date and has not been delinquent in be responsible for the payment satisfaction of any Taxamounts due thereon including Taxes, fees or penalties, if any. The Company Sona has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySona’s federal income Tax Returns tax returns nor any state state, provincial or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Sona has withheld or collected from each payment made to each of its employees employees, if required, the amount of all Taxes taxes (including, but not limited to, federal, state state, provincial and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, provincial, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Sona now pending, and the Company Sona has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Sona is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Sona has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, provincial, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Sona (a) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten unwritten, and (collectively, “Tax Sharing Agreements”), nor b) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such any Tax Sharing Agreementssharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required (a) The Company has timely filed all Tax Returns (federal, state state, local and local foreign) relating to any and all income, franchise or similar Taxes and all other material Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid filed by the Company with respect to the periods covered by such returns have been paidany Tax authority. The Company is not Returns are true and has not been delinquent correct in the payment of any Taxall material respects. The Company has not timely paid all Taxes and other assessments due. (b) The Company has never had a any Tax deficiency proposed or assessed against it and has not executed a any waiver of any statute of limitations on the assessment or collection or extension of any Tax. None Tax or governmental charge. (c) No audit or other examination of any Return of the Company’s federal income Company by any Tax Returns authority is currently in progress, nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as been notified in writing of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations any request for such period. an audit or other examination. (d) The Company has withheld or collected from each payment made to each of its employees all federal and state income Taxes, Taxes pursuant to the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Act, Taxes pursuant to the Federal Unemployment Tax Act taxes) and other Taxes required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositariesdepositories. (e) No adjustment relating to any Returns filed or required to be filed by the Company has been proposed in writing, formally or informally, by any Tax authority to the Company or any representative thereof. (f) The accruals and reserves for Taxes set forth in the Company Financial Statements are sufficient to pay all unpaid Taxes of the Company as of the date of such Financial Statements in accordance with GAAP. There are no liens with respect to Taxes on any of the assets of the Company, other than customary liens for Taxes not yet due and payable or being contested in good faith. (g) There is no contract, agreement, plan or arrangement to which the Company is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any person that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Section 404 of the Code (other than amounts that may be temporarily nondeductible pursuant to Section 404(a)(5)) or Section 280G of the Code (without regard to Sections 280G(b)(4) or 280G(b)(5)) as a result of the transactions contemplated by this Agreement. There is no contract, agreement, plan or arrangement to which the Company is a party or by which it is bound to compensate any person for excise Taxes paid pursuant to Section 4999 of the Code. (h) The Company is not a party to or has any obligation under any Tax-sharing, Tax indemnity or Tax allocation agreement or arrangement. The Company has never been a member of a group filing a consolidated, unitary, combined or similar Return under any federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims law or administrative proceedings relating to has any liability for the Taxes of any other person under Treasury Regulation Section 1.1502-6 or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar comparable provision of stateforeign, state or local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party toto any joint venture, is partnership or other arrangement that would be treated as a partnership for federal or applicable state, local or foreign Tax purposes. (i) The Company has not bound by distributed the stock of any corporation in a transaction intended to satisfy the requirements of Section 355 of the Code. The stock of the Company has not been distributed in a transaction intended to satisfy the requirements of Section 355 of the Code. (j) The Company has no liability and does not will have any obligation under, no liability for any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result ofof any installment sale, open transaction disposition or prepaid amount that occurred or was received prior to the Effective Time. The Company will not be required to include any material adjustment to its Taxable income under Section 481 or 263A of the Code as a result of transactions, events or accounting methods applicable to periods or portions of periods ending on or prior to the Closing. (k) The Company is not, nor has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (l) The Company has not engaged in a transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation, or pursuant toother form of published guidance as a listed or reportable transaction, any Tax Sharing Agreementsas set forth in Treas. Reg. § 1.6011-4(b).

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Dateauthority. Since the Balance Sheet Business Plan Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All Except as set forth on Schedule 4.11 or as would not have a Material Adverse Effect, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet (if any) are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There Except as set forth on Schedule 4.11, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state state, and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filedfiled or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law, provided, that the Company's federal and state tax returns for 2004 and 2005 shall be amended based on the audit of the Company's financial statements. The Company has timely paid all material Taxes it is required to pay and has timely paid or withheld with respect to its Employees all federal, state and foreign income taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. The Company is not currently delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against the Company, nor has the Company executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax, except as noted on the Company Disclosure Schedule. No audit or other examination of any Return of the Company is presently in progress, nor has the Company been notified of any request for such an audit or other examination. As of the date of the Current Balance Sheet, the Company did not have any Liabilities for unpaid Taxes which have not been accrued or reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, and the Company has not incurred any liability for Taxes since the date of the Current Balance Sheet other than in the ordinary course of business. The Company has made available to Parent or its legal counsel, copies of all foreign, federal, state and local Tax income and all state and local sales and use Returns for the Company filed for all periods since its inception. There are (and immediately following the Effective Time there will be) no liens, pledges, charges, claims, restrictions on transfer, mortgages, security interests or other encumbrances of any sort (collectively, "Liens") on the assets of the Company relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable. The Company does not have knowledge of any basis for the assertion of any claim relating or attributable to Taxes, which, if adversely determined, would result in any Lien on the assets of the Company. The Company does not treat any of its assets as "tax-exempt use property," within the meaning of Section 168(h) of the Code. The Company has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Company. The Company has (a) never been accurately prepared a member of an affiliated group (within the meaning of Code S 1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company), (b) never been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company owe any amount under any such agreement (c) no liability for the Taxes of any person under Treas. Reg. S 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise and duly and timely filed(d) never been a party to any joint venture, and all federal, state and local Taxes required to partnership or other agreement that could be paid with respect to the periods covered by such returns have been paidtreated as a partnership for Tax purposes. The Company is not and has not been delinquent in at any time, a "United States Real Property Holding Corporation" within the payment meaning of Section 897(c)(2) of the Code. No adjustment relating to any TaxReturn filed by the Company has been proposed formally or, to the Knowledge of the Company, informally by any tax authority to the Company or any representative thereof. The Company has not had constituted either a Tax deficiency proposed "distributing corporation" or assessed against it and has not executed a waiver "controlled corporation" in a distribution of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves stock intended to qualify for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible tax-free treatment under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) 355 of the Code (x) in the two years prior to the date of this Agreement or any similar provision of state, local and foreign law(y) by reason in a distribution which could otherwise constitute part of a change "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in accounting method or otherwise for any Tax period for which conjunction with the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing AgreementsMerger.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements., except as set forth in the Escrow Agreement attached hereto as Exhibit G. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company GFL have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company GFL is not and has not been delinquent in the payment of any Tax. The Company GFL has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyGFL’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company GFL as of the Balance Sheet DateDates. Since the Balance Sheet DateDates, the Company GFL has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company GFL has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company GFL now pending, and the Company GFL has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company GFL is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company GFL has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company GFL is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”"TAX SHARING AGREEMENTS"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file would not reasonably be expected to have a material adverse effect on the Condition of the Company. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and Seller has timely filed, and filed all federal, state state, local and local Taxes foreign tax returns, including all amended returns, in each jurisdiction where Seller is required to be do so or has paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in or made provision for the payment of any Taxpenalty or interests arising from the late filing of any such return, has correctly reflected all taxes required to be shown thereon, and has fully paid or made adequate provision for the payment of all taxes that have been incurred or are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The Company Seller has not had received any notice that it is or may become subject to any audits with respect to any federal, state, local or foreign tax returns required to be filed, and there are no unresolved audit issues with respect to prior years' tax returns. To the Knowledge of Seller and the Shareholders, there are no circumstances or pending questions relating to potential tax liabilities nor claims asserted for taxes or assessments of Seller that, if adversely determined, could result in a Tax deficiency proposed tax liability that would have a material adverse effect on Seller or assessed against it and the Acquired Assets for any period. Seller has not executed a an extension or waiver of any statute of limitations on the assessment or collection of any Taxtax due that is currently in effect. None of the Company’s federal income Tax Returns nor Seller is not holding any unclaimed property that it is required to surrender to any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (taxing authority including, but not limited towithout limitation, federalany uncashed checks or unclaimed wages, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) Seller has timely filed all unclaimed property reports required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositariesfiled with such state taxing authorities. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and Seller does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementspurge its records of uncashed checks periodically.

Tax Returns and Audits. All required federal, state state, local and local foreign Tax Returns (as defined in Article 10 hereof) of the Company Companies have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined in Article 10 hereof) required to be paid with respect to the periods covered by such returns have been paid. The Company None of the Companies is not and or has not been delinquent in the payment of any Tax. The Company None of the Companies has not had a Tax deficiency proposed or assessed against it and or has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns Companies’ tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company Companies as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has Companies have made adequate provisions on its their books of account for all Taxes with respect to its businesstheir businesses, properties and operations for such period. The Company has Companies have withheld or collected from each payment made to each of its their employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has have paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Companies now pending, and none of the Company Companies has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G None of the Code. The Company Companies has not agreed nor or is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company None of the Companies (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have or (ii) has any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid other than fiscal year ended 2003 and the stub period of 12/1/03 to 1/27/04. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”"TAX SHARING AGREEMENTS"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal(i) Except as set forth in Section 4.8(b)(i) of the Disclosure Schedule, state the Company and local each of its Subsidiaries has timely filed (or has had timely filed on its behalf) with the appropriate Tax Authorities all Tax Returns required to be filed by the Company and each of its Subsidiaries, and such Tax Returns are true, correct, and complete in all material respects. (ii) Except as set forth in Section 4.8(b)(ii) of the Disclosure Schedule, all Taxes for which the Company or any of its Subsidiaries is or may be liable in respect of taxable periods (or portions thereof) ending on or before the Closing Date, whether or not shown (or required to be shown) on a Tax Return, have been timely paid, or in the case of Taxes not yet due and payable, an adequate accrual in accordance with GAAP specifically in respect of such Taxes has been established on the Company Financials. All liabilities for Taxes attributable to the period commencing on the date following the date of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent Balance Sheet were incurred in the payment ordinary course of business and are consistent in type and amount with Taxes attributable to similar prior periods. Table of Contents (iii) Except for Permitted Liens, there are no liens for Taxes upon any Tax. The Company has not had a Tax deficiency proposed property or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None assets of the Company’s federal income Tax Returns nor Company or any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company its Subsidiaries. (iv) Except as set forth in Section 4.8(b)(iv) of the Balance Sheet Date. Since the Balance Sheet DateDisclosure Schedule, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federalFederal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating Audits are presently pending with regard to any Taxes or any Tax Returns of the Company now pendingand its Subsidiaries and to the Knowledge of the Company, no such Audit is threatened. (v) There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney granted by the Company has not received or any notice of its Subsidiaries with respect to any Taxes is currently in force. (vi) There are no Tax sharing, allocation, indemnification or similar agreements in effect as between the Company or any of its Subsidiaries or any predecessor or Affiliate of any proposed audits, investigations, claims or administrative proceedings relating to Taxes of them and any other party under which the Company or any of its Subsidiaries could be liable for any material Taxes of any party other than the Company or any Subsidiary of the Company. (vii) Neither the Company nor any of its Subsidiaries has (i) been a member of an affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”)) or an affiliated, combined, consolidated, unitary, or similar group for state, local or foreign Tax Returns. The purposes, other than the group of which the Company is not obligated the common parent or (ii) any liability for or in respect of the Taxes of, or determined by reference to make a paymentthe Tax liability of, nor is it a party to another Person (other than the Company or any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible of its Subsidiaries) under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code 1.1502-6 (or any similar provision of state, local and or foreign lawLaw) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten regulations promulgated under the Code (collectively, the “Tax Sharing AgreementsTreasury Regulation”), as a transferee or successor, by Contract or otherwise. (viii) Neither the Company nor does it have any potential liability of its Subsidiaries has constituted either a “distributing corporation” or obligation a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two (2) years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Offer or the Merger. (ix) There are no outstanding options, warrants, securities convertible into stock or other contractual obligations that might be treated for Federal income tax purposes as stock or another equity interest in the Company or any Person of its Subsidiaries. (x) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of tax Law) or (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of tax Law) executed on or prior to the Closing Date. (xi) Each of the Company and its Subsidiaries has disclosed on its Tax Returns all positions taken therein that could give rise to a substantial understatement of Taxes within the meaning of Section 6662 of the Code. (xii) Neither the Company nor its Subsidiaries has entered into, has any liability in respect of, or pursuant has any filing obligations with respect to, any Tax Sharing Agreementstransaction that constitutes a “reportable transaction,” as defined in Section 1.6011-4(b)(1) of the Treasury Regulations.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid, except where the failure so to file or pay could not reasonably be expected to have a Company Material Adverse Effect. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and nor has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and the Company has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the The Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has have paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, or is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and The Parent has timely filed, and filed all federal, state state, local and local foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Parent, except such Returns which are not material to the Parent, and have paid all Taxes shown to be due on such Returns. All such Returns are true, correct and complete in all material respects. The Parent as of the Effective Time will have withheld and paid over, as appropriate, with respect to its employees all federal and state, local and/or foreign income taxes, Taxes pursuant to the periods covered by such returns have been paidFederal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld. The Company is not and Parent has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the Parent, nor has not the Parent executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. No audit or other examination of any Return of the Parent is presently in progress, nor has the Parent been notified of any request for such an audit or other examination. The Parent has not received a request for or an inquiry regarding a Return from any jurisdiction where it does not currently file a Return. No adjustment relating to any Returns filed by the Parent has been proposed formally or informally by any Tax authority to the Parent or any representative thereof and, to the knowledge of the Parent, no basis exists for any such adjustment that would be material to the Parent. The Parent does not have any liability for unpaid Taxes which has not been accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to the Parent, and the Parent has not incurred any liability for Taxes other than in the ordinary course of business since the date of the Parent Balance Sheet. There is no lien for Taxes on the assets of the Parent other than inchoate liens for Taxes not yet due. None of the Company’s federal income Tax Returns nor Parent's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any state employee or local income former employee of the Parent that, individually or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for collectively, could give rise to the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the any amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section pursuant to Sections 162, 280G or 404 of the Code. The Company Parent has not agreed nor is required to make filed any adjustments consent agreement under Section 481(a341(f) of the Code (or agreed to have Section 341(f)(2) of the Code apply to any similar provision of state, local and foreign law) by reason disposition of a change subsection (f) asset (as defined in accounting method Section 341(f)(4) of the Code) owned by the Parent. The Parent is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by the Parent. The Parent has never been a member of a consolidated, combined or otherwise for affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. The Parent Schedules list (A) any Tax period for which exemption, Tax holiday or other Tax-sparing arrangement that the applicable statute Parent has in any jurisdiction, including the nature, amount and lengths of limitations has not yet expiredsuch Tax exemption, Tax holiday or other Tax-sparing arrangement and (B) any expatriate tax programs or policies affecting the Parent. The Company Parent is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax-sparing arrangement or order of any Governmental Entity and the consummation of the transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or other Tax-sparing arrangement or order (the "PARENT SCHEDULES"). The Parent is not a party toto or otherwise subject to any arrangement entered into in anticipation of the Closing, is not bound in accordance with past practice and not required by this Agreement, that could reasonably be expected to have the effect of (i) the recognition of a deduction or loss before the Closing Date and does not have a corresponding recognition of taxable income or gain by the Parent after the Closing Date or (ii) the recognition of taxable income or gain by the Parent after the Closing Date without the receipt of or entitlement to a corresponding amount of cash. Except as set forth in this Agreement, no closing agreement, written ruling, or determination letter with respect to Taxes, or any obligation underequivalent written decision from a foreign jurisdiction, has been received from, and no closing or other similar agreement has been executed with, any Tax sharing agreement, Tax indemnification agreement or similar contract other governmental authority that will be binding upon the Parent after the Closing. The Parent has properly withheld on all amounts paid to Persons located or arrangement, incorporated outside of the United States and have paid the appropriate amounts withheld to the proper governmental authorities. The Parent has not been a party to a transaction intended to qualify under Section 355 of the Code (whether written as distributing or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsdistributed Parent) within the last five years.

Tax Returns and Audits. All required federal, state Except as set forth in Section 2.18 of the Disclosure Schedule: (a) The Company has (i) duly and local timely filed (or there has been filed on its behalf) with the appropriate Governmental Entities all material Tax Returns required to be filed by the Company; and (ii) timely paid (or provided adequate reserves in accordance with GAAP, consistently applied, on the Company’s most recent books), or there has been paid on its behalf, all material Taxes due from the Company (whether or not set forth on any Tax Return). All such Tax Returns were complete and accurate in all material respects. (b) The Company has complied in all material respects with all applicable tax laws relating to the payment and withholding of material Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 3402 and 4999 of the Code and employment withholding Taxes) and have, within the time and manner prescribed by law, withheld and paid over to the proper Governmental Entity all amounts required to be withheld and paid over under all applicable tax laws. (c) There are no Liens for Taxes upon the assets or properties of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. except for Permitted Liens. (d) The Company has not had a requested any extension of time within which to file any material Tax deficiency proposed or assessed against it and Return in respect of any taxable year which has not executed a waiver since been filed, and no outstanding waivers or comparable consents regarding the application of any the statute of limitations on the assessment with respect to any material Taxes or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise material Tax Returns has been audited given by governmental authorities. The reserves for Taxes reflected or on behalf of the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Company. (e) All Tax deficiencies which have been claimed, proposed or asserted against the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefromby any taxing authority have been fully paid, and has paid the same to the proper Tax receiving officers or authorized depositaries. There there are no other federal, state, local or foreign audits, actionsreview, suits, proceedings, investigations, claims or administrative proceedings other actions by any taxing authority in progress relating to Taxes or any Tax Returns of the Company now pendingor its business, and nor has the Company has not received any notice of from any proposed audits, investigations, claims taxing authority that it intends to conduct such an audit or administrative proceedings relating to Taxes or any Tax Returnsinvestigation. The Company is not obligated subject to make a paymentany private letter ruling of the Internal Revenue Service or any comparable ruling of any other taxing authority. (f) The Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of any voluntary or involuntary change in accounting method (nor has any Governmental Entity proposed any such adjustment or change of accounting method). (g) No power of attorney has been granted by or with respect to the Company for any matter relating to Taxes. (h) The Company is it not a party to any agreement that under certain circumstances could obligate it to make a paymentagreement, contract or arrangement that would not be deductible under result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code. The ; provided, however, that the Company has not agreed nor is required shall have no liability for breach of this representation to make any adjustments under Section 481(a) of the Code (extent liability arises from actions taken by the Purchasers or any similar provision of state, local and foreign lawtheir Affiliates on or after the date of Closing. (i) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and by, or does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement. (j) The Company has no liability for Taxes of another person under Section 1.1502-6 of the treasury regulations promulgated under the Code (or any similar provision under state, whether written local or unwritten (collectively, “Tax Sharing Agreements”foreign law), nor does it have any potential liability by contract or obligation otherwise. (k) The Company is not or has not been a party to any Person joint venture, partnership, or other arrangement or contract which could be treated as a result of, or pursuant to, any Tax Sharing Agreements.partnership for U.S. federal income tax purposes..

Tax Returns and Audits. All required federal, state (i) The Company and local Tax Returns of the Company Subsidiary have been accurately prepared and duly and timely filed, and filed all federal, state state, local and local foreign returns, estimates, information statements and reports (“Tax Returns”) relating to Taxes required to be paid filed by the Company and the Subsidiary, in all the jurisdictions in which (x) they are qualified to do business and (y) they operate, except with respect to the periods covered by clause (y) as would not be reasonably expected to result in a Company Material Adverse Effect. Such Tax Returns are true and correct in all material respects, have been completed in accordance with applicable Law, and all Taxes shown to be due on such returns Tax Returns have been paid. The Company is has delivered to MM correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company or the Subsidiary filed or received since December 31, 2010. There are no liens for Taxes (other than Taxes not yet due and payable) upon any assets of the Company or the Subsidiary. (ii) The Company and the Subsidiary as of the Effective Time will have withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld. (iii) Neither the Company nor the Subsidiary has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the Company or the Subsidiary, nor has not the Company or the Subsidiary executed a any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None . (iv) To the Knowledge of the Company’s federal income , no audit or other examination of any Tax Return of the Company or the Subsidiary by any tax authority is presently in progress. Neither the Company nor the Subsidiary has been notified in writing of any such audit or other examination. The Company and the Subsidiary have paid in full any demands raised by any tax authority as a result of any audit that has been previously conducted. (v) No adjustment relating to any Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable filed by the Company as of or the Balance Sheet Date. Since the Balance Sheet Date, Subsidiary has been proposed in writing formally or informally by any tax authority to the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes Subsidiary or any Tax Returns of Representative thereof. (vi) Neither the Company now pendingnor the Subsidiary has any Liability for any unpaid Taxes, and whether or not such Taxes have been accrued for or reserved on the Company has Financial Statements in accordance with GAAP or whether or not received any notice of any proposed auditsasserted or unasserted, investigationscontingent or otherwise, claims or administrative proceedings relating to except for Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by due and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement payable or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementswhich are being contested in good faith.

Tax Returns and Audits. For purposes of this Section 3.8, the term "Group" shall mean, individually and collectively, (i) VAB, (ii) Manager, (iii) TBA, and (iv) any corporation or other entity for which either VAB or Manager may be liable for taxes incurred by such corporation or other entity. The taxable year of the Group ends December 31. The Group has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and the Group is not required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by the Group have not been, and are not being, to the knowledge of TBA, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of the Group may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of VAB and Manager. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the properties of VAB or Manager, nor are there any pending or threatened examinations or tax claims asserted. The Group has not granted any extensions of limitation periods applicable to tax claims. Except in jurisdictions in which the Group voluntarily files tax returns, no claim has ever been made by a taxing authority that the Group is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local taxing authorities, tax examination reports and statements of deficiencies assessed against or agreed to by the Group since January 1, 1996, have been, with respect to federal and state income taxestax returns, Federal Insurance Contribution Act taxes delivered to Vail (and Federal Unemployment Tax Act taxes) required with respect to be withheld or collected therefrom, and has paid the same non-income tax returns have been made available to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingVail), and the Company has not received same are listed in Section 3.8 of the Disclosure Schedule. Neither VAB nor Manager is a party to, or bound by, any notice of any proposed auditstax indemnity, investigations, claims tax sharing or administrative proceedings relating to Taxes or any Tax Returnstax allocation agreement. The Company Neither VAB nor Manager is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The Group has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Neither VAB nor Manager is a United States real property holding corporation as defined in Section 897 of the Code. The Company All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code have been disclosed on such Tax Returns. TBA is not a foreign person within the meaning of Section 1445(b)(2) of the Code. None of the assets and properties of either VAB or Manager is an asset or property that Vail or any of its affiliates is or will be required to treat as being (i) owned by any other person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has not been entered into by or with respect to either VAB or Manager or any assets thereof. Neither VAB nor Manager has agreed nor to or is required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method, neither VAB nor Manager has applications pending with any taxing authority requesting permission for any changes in any accounting method, and the Internal Revenue Service has not proposed any such adjustment or change in accounting method therefor. Neither VAB nor Manager has been or otherwise is in violation (or with notice or lapse of time or both, would be in violation) of any applicable law relating to the payment of withholding of taxes. VAB and Manager have duly and timely withheld from salaries, wages and other compensation and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for any Tax period for which the all periods under all applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementslaws.

Tax Returns and Audits. All (a) Except as set forth on Schedule 2.15, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid on or prior to the date hereof with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes known to and payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited towithout limitation, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There To the Company’s knowledge, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company EPT have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company EPT is not and has not been delinquent in the payment of any Tax. The Company EPT has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyEPT’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of EPT’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company EPT as of the EPT Balance Sheet Date. Since the EPT Balance Sheet Date, the Company EPT has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company EPT has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company EPT now pending, and the Company EPT has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company EPT is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company EPT has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company EPT (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local and foreign Tax Returns of the Company and its subsidiaries have been accurately prepared and duly and timely filed, and all federal, state state, local and local foreign Taxes required to be paid with respect to the periods covered by such returns have been paid. The Neither the Company nor any of its subsidiaries is not and none of them has not been delinquent in the payment of any Tax. The Neither the Company nor any of its subsidiaries has not had a Tax deficiency proposed or assessed against it and none of them has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company or its subsidiaries as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has and its subsidiaries have withheld or collected from each payment made to each of its their employees the amount of all Taxes (including, but not limited to, federal, state state, local and local foreign income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company or any of its subsidiaries now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet DateDates. Since the Balance Sheet DateDates, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements. The Company is a "C" corporation for federal tax purposes and is an accrual tax payor.

Tax Returns and Audits. All Other than discussed in Schedule 4.11, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same are material and have become due. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Taxit. None of the CompanyParent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”)Agreement, nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Acquiring Entity have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Acquiring Entity. The Company Acquiring Entity is not and has not been delinquent in the payment of any Tax. The Company Acquiring Entity has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of Acquiring Entity's federal income, state and local income and franchise tax returns has been audited by any governmental authority; and none of the Company’s federal income Tax Returns nor any Acquiring Entity's state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Acquiring Entity Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Acquiring Entity with respect to the Company as of period ended on the Acquiring Entity Balance Sheet Date. Since the Acquiring Entity Balance Sheet Date, the Company Acquiring Entity has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Acquiring Entity has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Acquiring Entity now pending, and the Company Acquiring Entity has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Acquiring Entity has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Acquiring Entity (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Acquiring Entity has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor tax returns has been audited by any governmental authority; and, except for a California Board of Equalization sales tax audit conducted in 2004, which audit did not result in any liability to the Company, none of the Company's state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority; and none of the Company’s income or franchise tax returns has been audited by any governmental authority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements., except as set forth in the Escrow Agreement attached hereto as Exhibit F. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All Except as disclosed in Schedule 2.15 hereto, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid, except where the failure so to file or pay could not reasonably be expected to have a Parent Material Adverse Effect. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filedfiled or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. DEN-54526-7 The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state state, and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s Parent's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers offices or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor or is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have ii) has any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income tax returns or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (b) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. The taxable year of Magnum ends December 31. Magnum has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and Magnum is not required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by Magnum have not been, and are not being, to the knowledge of Magnum and the Shareholders, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of Magnum may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of Magnum. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the property of Magnum, nor are there any pending or threatened examinations or tax claims asserted. Magnum has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Except in jurisdictions in which Magnum voluntarily files tax returns, no claim has ever been made by a taxing authority that Magnum is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld or collected therefromby Magnum since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingTBA, and the Company has not received any notice same are listed in Section 3.8 of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returnsthe Disclosure Schedule. The Company Magnum is not obligated to make a paymentparty to, nor or bound by, any tax indemnity, tax sharing or tax allocation agreement. Magnum is it not a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company Magnum has never been a member of an "affiliated group," as defined in Section 1504(a) of the Code. All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code have been disclosed on such Tax Returns. Magnum is not a United States real property holding corporation as defined in Section 897 of the Code. No shareholder of Magnum is a foreign person within the meaning of Section 1445(b)(2) of the Code. Magnum has not made any tax elections under any section of the Code, including, without limitation under any of Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of the Code (or any predecessor thereof). None of the assets and properties of Magnum is an asset or property that TBA or any of its affiliates is or will be required to treat as being (i) owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has been entered into by or with respect to Magnum or any assets thereof. Magnum has not agreed nor to or is not required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method of Magnum, Magnum has no applications pending with any taxing authority requesting permission for any changes in any accounting method of Magnum, and the I.R.S. has not proposed any such adjustment or change in accounting method or otherwise for any Tax period for which the applicable statute of limitations therefor. Magnum has not yet expired. The Company been or is not a party toin violation (or with notice or lapse of time or both, is not bound by would be in violation) of any applicable law relating to the payment of withholding of taxes. Magnum has duly and does not have any obligation undertimely withheld from salaries, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation wages and other compensation and paid over to any Person as a result of, or pursuant to, any Tax Sharing Agreementsthe appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns Except as may be disclosed by CR in Section 4.16 of the Company have been accurately prepared and duly and CR Disclosure Letter or in CR SEC Documents: (i) The CR Group has timely filed, and filed all federal, state state, local and local foreign Tax Returns relating to Taxes required to be paid filed by the CR Group, in all the jurisdictions in which it is or was required to file. Such Tax Returns are true and correct in all material respects, have been completed in all material respects in accordance with applicable Law, and all Taxes shown to be due on such Tax Returns have been paid. (ii) CR has delivered or made available to Aegis correct and complete copies of all Tax Returns (including extensions thereof), examination reports, statements of deficiencies assessed against or agreed to by the CR Group, and other correspondence with Taxing authorities filed or received with respect to periods beginning on or after January 1, 2012. Neither CR nor Merger Sub is a successor to, or alter ego or continuation of, any entity classified as a Subchapter C or Subchapter S corporation for federal income tax purposes. Code Rebel LLC is disregarded as an entity separate from its owner for federal income tax purposes. ThinOps Resources LLC previously was classified as a Subchapter S corporation until July 31, 2015, when it was acquired by CR, and since has been operated as a Subchapter C corporation for federal income tax purposes. There are no liens for Taxes (other than Taxes not yet due and payable) upon any assets of the periods covered by such returns CR Group or its stock or membership interests. All Taxes not yet due and payable have been paidproperly accrued on the books of the CR Group, and adequate reserves have been established therefor; the charges, accruals and reserves for Taxes provided for on the financial statements delivered to Aegis are adequate. Any Tax Return of the CR Group required to be filed through the Closing Date (without extensions) shall be properly and timely filed by the Closing, with prior review and consent by Aegis, unless a valid extension is filed after the date hereof, with the prior consent of Aegis. (iii) The Company is not and CR Group has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the CR Group, nor has not the CR Group executed a any unexpired waiver or extension of any statute of limitations on for the assessment assessment, reassessment or collection of any Tax. None , and no power of attorney granted by the CR Group with respect to any Taxes is currently in force. (iv) Tax Returns of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has CR Group have been audited by governmental applicable Taxing authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable , or have been closed by the Company as applicable statute of the Balance Sheet Date. Since the Balance Sheet Datelimitations, the Company has made adequate provisions on its books of account for all periods through 2011; no adjustments, deficiencies, assessments or reassessments for any Taxes with respect to its businesshave been proposed, properties and operations for such period. The Company has withheld asserted or collected from each payment made to each of its employees assessed against the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no CR Group by any federal, state, local or foreign audits, actions, suits, taxing authority. (v) No Tax audits or other administrative proceedings, investigationsdiscussions, claims or administrative court proceedings relating are presently pending or in progress with regard to any Taxes or any Tax Returns of the Company now pendingCR Group, and no issues are being asserted against the Company CR Group in connection with any existing audits or proceedings. (vi) No member of the CR Group has been a member of any consolidated, combined or unitary group with any entity other than one or more other members of the CR Group for federal, state, local or foreign Tax purposes. The CR Group has not received been party to any notice joint venture, partnership or other arrangement that could be treated as a partnership for federal income Tax purposes. Except for the equity ownership of the Subsidiaries by CR, neither CR nor any Subsidiary has had any subsidiary or equity, or option to acquire equity, in any entity at any time since its formation. (vii) The CR Group has (i) withheld all amounts required to be withheld from its employees, agents, contractors and nonresident shareholders and remitted such amounts to the proper agencies; (ii) paid all employer contributions and premiums and (iii) filed all Tax Returns with respect to employee income tax withholdings, Social Security and unemployment taxes and premiums, and other payroll Taxes, all in compliance with the withholding Tax provisions of applicable Tax laws. (viii) The CR Group has not executed or filed any agreement or other document extending the period for assessment, reassessment, or collection of any proposed auditsTaxes, investigations, claims and no power of attorney granted by the CR Group with respect to any Taxes is currently in force. (ix) The CR Group has not entered into any closing or administrative proceedings relating to other agreement which affects any Taxes or of the CR Group for any Tax Returnstaxable year ending after the Closing Date. The Company CR Group is not obligated to make a payment, nor is it a party to any Tax sharing agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G or similar arrangement for the sharing of the Code. Tax liabilities or benefits. (x) The Company CR Group has not agreed nor to and is not required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) adjustment by reason of a change in accounting method that affects any taxable year ending after the Closing Date. No Taxing authority has proposed to the CR Group any such adjustment or otherwise change in accounting methods that affects any taxable year ending after the Closing Date. The CR Group has no application pending with any Taxing authority requesting permission for any Tax period for which changes in accounting methods that relate to its business or operations and that affects any taxable year ending after the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing AgreementsClosing Date.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Parent Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent Company. The Parent Company is not and has not been delinquent in the payment of any Tax. The Parent Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the Parent Company’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent Company with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Parent Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Parent Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state state, and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Parent Company now pending, and the Parent Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Parent Company is has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Parent Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent Company has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements., except as set forth in the Escrow Agreement attached hereto as Exhibit F. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state Except as set forth in Section 2.18 of the Disclosure Schedule: (a) The Company has (i) duly and local timely filed (or there has been filed on its behalf) with the appropriate Governmental Entities all material Tax Returns required to be filed by the Company; and (ii) timely paid (or provided adequate reserves in accordance with GAAP, consistently applied, on the Company’s most recent books), or there has been paid on its behalf, all material Taxes due from the Company (whether or not set forth on any Tax Return). All such Tax Returns were complete and accurate in all material respects. (b) The Company has complied in all material respects with all applicable tax laws relating to the payment and withholding of material Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 3402 and 4999 of the Code and employment withholding Taxes) and have, within the time and manner prescribed by law, withheld and paid over to the proper Governmental Entity all amounts required to be withheld and paid over under all applicable tax laws. (c) There are no Liens for Taxes upon the assets or properties of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. except for Permitted Liens. (d) The Company has not had a requested any extension of time within which to file any material Tax deficiency proposed or assessed against it and Return in respect of any taxable year which has not executed a waiver since been filed, and no outstanding waivers or comparable consents regarding the application of any the statute of limitations on the assessment with respect to any material Taxes or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise material Tax Returns has been audited given by governmental authorities. The reserves for Taxes reflected or on behalf of the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Company. (e) All Tax deficiencies which have been claimed, proposed or asserted against the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefromby any taxing authority have been fully paid, and has paid the same to the proper Tax receiving officers or authorized depositaries. There there are no other federal, state, local or foreign audits, actionsreview, suits, proceedings, investigations, claims or administrative proceedings other actions by any taxing authority in progress relating to Taxes or any Tax Returns of the Company now pendingor its business, and nor has the Company has not received any notice of from any proposed audits, investigations, claims taxing authority that it intends to conduct such an audit or administrative proceedings relating to Taxes or any Tax Returnsinvestigation. The Company is not obligated subject to make a paymentany private letter ruling of the Internal Revenue Service or any comparable ruling of any other taxing authority. (f) The Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of any voluntary or involuntary change in accounting method (nor has any Governmental Entity proposed any such adjustment or change of accounting method). (g) No power of attorney has been granted by or with respect to the Company for any matter relating to Taxes. (h) The Company is it not a party to any agreement that under certain circumstances could obligate it to make a paymentagreement, contract or arrangement that would not be deductible under result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code. The ; provided, however, that the Company has not agreed nor is required shall have no liability for breach of this representation to make any adjustments under Section 481(a) of the Code (extent liability arises from actions taken by the Purchasers or any similar provision of state, local and foreign lawtheir Affiliates on or after the date of Initial Closing. (i) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and by, or does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement. (j) The Company has no liability for Taxes of another person under Section 1.1502-6 of the treasury regulations promulgated under the Code (or any similar provision under state, whether written local or unwritten (collectively, “Tax Sharing Agreements”foreign law), nor does it have any potential liability by contract or obligation otherwise. (k) The Company is not or has not been a party to any Person joint venture, partnership, or other arrangement or contract which could be treated as a result of, or pursuant to, any Tax Sharing Agreementspartnership for U.S. federal income tax purposes.

Tax Returns and Audits. (a) All required federal, state state, local and local foreign Tax Returns (as defined below) of the Company Inventergy have been accurately prepared and duly and timely filed, and all federal, state state, local and local foreign Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Inventergy is not and has not been delinquent in the payment of any Tax. The Company Inventergy has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyInventergy’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authoritiesany Governmental Authority. The reserves for Taxes reflected on the Balance Sheet Inventergy Financial Statements, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Inventergy as of the Inventergy Balance Sheet Date. Since the Inventergy Balance Sheet Date, the Company Inventergy has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Inventergy has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Inventergy now pending, and the Company Inventergy has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Inventergy is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Inventergy has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) Law), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Inventergy (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. The Company and each of its Subsidiaries have filed when due and in accordance with all applicable laws and regulations all income Tax Returns and other material Tax Returns required to be filed by any of them and have paid (or withheld and remitted to the appropriate Governmental Entity) all material Taxes required to be paid or withheld (whether or not shown on any Tax Returns). All required federalsuch Tax Returns are true and complete in all material respects. The most recent financial statements contained in the Company SEC Reports reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements, state and local each of the Company and its Subsidiaries has established (or has had established on its behalf and for its sole benefit and recourse) in accordance with GAAP an adequate accrual for all material Taxes through the end of the last period for which the Company and its Subsidiaries ordinarily record items on their respective books. No material deficiencies for any Taxes have been asserted or assessed, or, to the Knowledge of the Company, proposed in writing, against the Company or any of its Subsidiaries that are not subject to adequate reserves (in accordance with GAAP). No audit, claim, action, suit, investigation or other examination in respect of any Tax or Tax asset of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit, claim, action, suit, investigation or other examination. The income and franchise Tax Returns of the Company and its Subsidiaries through the Tax year ended December 31, 2005 have been accurately prepared examined and duly and timely filed, and all federal, state and local Taxes required to be paid closed or are Tax Returns with respect to which the periods covered by such returns have been paidapplicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. The Neither the Company is not and nor any of its Subsidiaries has not been delinquent in the payment of granted any Tax. The Company has not had a Tax deficiency proposed extension or assessed against it and has not executed a waiver of any the statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect period applicable to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingReturn, and the Company has not received any notice of any proposed audits, investigations, claims which period (after giving effect to such extension or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(awaiver) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax free treatment under Section 355 of the Code. Section 2.7 of the Company Disclosure Letter contains a list of all jurisdictions (whether foreign or domestic) in which the Company or any of its Subsidiaries currently files Tax Returns. Neither the Company nor any of its Subsidiaries owns an interest in real property in any jurisdiction in which a Tax is not imposed, or the value of the interest is reassessed, on the transfer of an interest in real property and which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of the interest in real property. Neither the Company nor any of its Subsidiaries has any liability for the payment of any amount as a result of being party to, is not bound by and does not have any obligation under, to any Tax sharing agreement, Tax agreement or with respect to the payment of any amount imposed on any Person of the type described in clause (i) or (ii) of the definition of “Tax” as a result of any existing express or implied agreement or arrangement (including an indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Surviving Entity have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Surviving Entity. The Company Surviving Entity is not and has not been delinquent in the payment of any Tax. The Company Surviving Entity has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanySurviving Entity’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Surviving Entity’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Surviving Entity Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Surviving Entity with respect to the Company as of period ended on the Surviving Entity Balance Sheet Date. Since the Surviving Entity Balance Sheet Date, the Company Surviving Entity has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Surviving Entity has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Surviving Entity now pending, and the Company Surviving Entity has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Surviving Entity has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Surviving Entity (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Surviving Entity has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor or is required to make any adjustments under Section section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have or (ii) has any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (1) WRI has accurately prepared and timely filed all required federal, state state, local and local Tax foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes relating or attributable to WRI or its operations and such Returns of the Company are true and correct in all material respects and have been accurately prepared and duly and completed in accordance with applicable law in all material respects. (2) WRI has timely filed, and paid all federal, state and local Taxes required to be paid with respect to such Returns and has withheld with respect to its employees all federal and state income Taxes, FICA, FUTA and other Taxes it is required to withhold. (3) The accruals for Taxes on the books and records of WRI are sufficient to discharge the Taxes for all periods covered by such returns have been paid. The Company is not and (or the portion of any period) ending on or prior to the Effective Time. (4) WRI has not been delinquent in the payment of any Tax. The Company has not had a Tax nor, except as set forth in Schedule 2.8(A), is there any Tax deficiency outstanding, proposed or assessed against it and WRI, nor has not WRI executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (5) No audit or other examination of any Return of WRI is presently in progress. None of the Company’s federal income Tax Returns nor Except as set forth in Schedule 2.8(A), WRI does not have any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves liabilities for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local and foreign Taxes, whether asserted or foreign auditsunasserted, actionsknown or unknown, suitscontingent or otherwise and WRI has no knowledge of any basis for the assertion of any such liability attributable to WRI, proceedingsor their respective assets or operations. WRI is not (nor has it ever been) required to join with any other entity in the filing of a consolidated Tax Return for federal Tax purposes or a consolidated or combined Return or report for state Tax purposes. (6) WRI is not a party to or bound by any Tax indemnity, investigationsTax sharing or Tax allocation agreement. (7) WRI has provided, claims or administrative proceedings relating made available, to Taxes AmeriNet or any its legal counsel copies of all federal, provincial and state income and all sales and use Tax Returns of WRI for all periods since its date of incorporation. (8) There are (and as of immediately following the Company now pending, and Closing there will be) no liens on the Company assets of WRI relating to or attributable to Taxes. (9) WRI has not received any notice no knowledge of any proposed auditsbasis for the assertion of any Tax claim which, investigationsif adversely determined, claims would result in liens on the assets of WRI. (10) WRI has no property which is being sold, conveyed or administrative proceedings relating transferred pursuant to Taxes this Agreement which in the hands of AmeriNet would be treated as being owned by persons other than AmeriNet pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect immediately prior to the enactment of the Tax Reform Act of 1986, or any Tax Returns. The Company analogous provisions of any state law. (11) None of the assets of WRI are treated as "Tax-exempt use property" within the meaning of Section 168(h) of the Code. (12) There is no contract, agreement, plan or arrangement, including but not obligated limited to make a paymentthe provisions of this Agreement, nor is it a party covering any employee or former employee of WRI that, individually or collectively, could give rise to the payment of any agreement that under certain circumstances could obligate it to make a payment, amount that would not be deductible under Section pursuant to Sections 280G G, 162 or 404 of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All Except as set forth on Schedule 2.15, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company's state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Liberated will have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of Liberated. The Company is not and has not been delinquent in the payment of any Tax. The Company Liberated has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyLiberated’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of Liberated’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Liberated Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Liberated with respect to the Company as of the period ended on Liberated Balance Sheet Date. Since the Liberated Balance Sheet Date, the Company Liberated has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Liberated has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Liberated now pending, and the Company Liberated has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Liberated has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Liberated (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Liberated has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. Except as set forth on Schedule 5.11, All required federal, state and local Tax Returns of the Company SuckerPunch have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company SuckerPunch is not and has not been delinquent in the payment of any Tax. The Company SuckerPunch has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySuckerPunch’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are balance sheets included in the Most Recent Financial Statements and will be sufficient for the payment of all unpaid Taxes payable by the Company SuckerPunch as of the Balance Sheet Daterespective balance sheet dates. Since the Balance Sheet Datesuch balance sheet dates, the Company SuckerPunch has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company SuckerPunch has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company SuckerPunch now pending, and the Company SuckerPunch has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company SuckerPunch is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company SuckerPunch has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company SuckerPunch is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing AgreementsAgreement.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s Parent's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers offices or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not neither agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not neither a party to, nor is not bound by and does not have nor has any obligation under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten and (collectively, “Tax Sharing Agreements”), nor does it have any ii) has no potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All Except as disclosed in the Parent SEC Documents, all required federal, state and local Tax Returns of the Company Parent have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Parent is not and or has not been delinquent in the payment of any Tax. The Company Tax and the Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor tax returns have been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has tax returns have been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on in the Balance Sheet Parent Financial Statements, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Parent, as of the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Parent has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, is not nor bound by and does not have any obligation or obligated under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten and (collectively, “Tax Sharing Agreements”), nor does it have any ii) has no potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal(i) Except as and to the extent disclosed in SCHEDULE 6.8 annexed hereto: (i)on the date hereof and on the Closing Date, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes tax returns and tax reports required to be paid filed by Xxxxxx on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed; (ii) all federal, state and local income, franchise, sales, use, property, excise and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the periods covered by such returns Xxxxxx as of the date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the Xxxxxx'x books for taxes not yet due and payable; (iii) as of the Closing Date, all taxes and other assessments and levies which the Xxxxxx is required by law to withhold or to collect on or before the Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the Closing Date; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of Xxxxxx. The Company At and after the Closing Date, Xxxxxx will not have any liability for any federal, state or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in SCHEDULE 6.8. (ii) There are no audits deficiencies, claims, actions, suits, proceedings or investigations pending with respect to any federal, state or local tax returns of Xxxxxx, and no waivers of statutes of limitations have been given or requested with respect to any tax years or tax filings of Xxxxxx. (iii) Xxxxxx has not executed or entered into (and, prior to the Closing, will not execute or enter into) with the Internal Revenue Service or any other taxing authority (A) any agreement or other document extending or having the effect of extending the period for assessments or collection of any taxes for which Xxxxxx would be liable or (B) a closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the "Code"), or any predecessor provision thereof or any similar provision of foreign, state or local tax law that relates to the assets or operations of Xxxxxx. (iv) Xxxxxx is not and has not been delinquent a party to any agreement, contract or arrangement that would result, by reason of the consummation of any of the transactions contemplated herein, separately or in the aggregate, in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver "excess parachute payment" within the meaning of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal(i) Except as and to the extent disclosed in SCHEDULE 5.8 annexed hereto: (i)on the date hereof and on the Closing Date, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes tax returns and tax reports required to be paid filed by the Company on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed; (ii) all federal, state and local income, franchise, sales, use, property, excise and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the periods covered by such returns Company as of the date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the Company's books for taxes not yet due and payable; (iii) as of the Closing Date, all taxes and other assessments and levies which the Company is required by law to withhold or to collect on or before the Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the Closing Date; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Company. At and after the Closing Date, the Company will not have any liability for any federal, state or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in SCHEDULE 5.8. Discretionary decisions made by Xxxxxx and its management with respect to filing or amending any tax returns of the Company concerning periods ended on or prior to the Closing Date, which decisions are not required under applicable law and which decisions result in additional liability to the Company other than as disclosed in this Agreement or the Schedules annexed hereto, shall not result in any breach of representations and warranties contained in this Section 5.8(a). (ii) There are no audits deficiencies, claims, actions, suits, proceedings or investigations pending with respect to any federal, state or local tax returns of the Company, and no waivers of statutes of limitations have been given or requested with respect to any tax years or tax filings of the Company. (iii) The Company has not executed or entered into (and, prior to the Closing, will not execute or enter into) with the Internal Revenue Service or any other taxing authority (A) any agreement or other document extending or having the effect of extending the period for assessments or collection of any taxes for which the Company would be liable or (B) a closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the "Code"), or any predecessor provision thereof or any similar provision of foreign, state or local tax law that relates to the assets or operations of the Company. (iv) The Company is not and has not been delinquent a party to any agreement, contract or arrangement that would result, by reason of the consummation of any of the transactions contemplated herein, separately or in the aggregate, in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver "excess parachute payment" within the meaning of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. The taxable year of each Company and the Partnership ends December 31. Each Company and the Partnership has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and no Company or the Partnership is required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by the Companies and the Partnership have not been, and are not being, to the knowledge of the Sellers, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of the Companies or the Partnership may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of the Companies and the Partnership. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the properties of the Companies or the Partnership, nor are there any pending or threatened examinations or tax claims asserted. No Company has granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") relating to collapsible corporations. Except in jurisdictions in which a Company voluntarily files tax returns, no claim has ever been made by a taxing authority that either a Company is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld or collected therefromby any Company since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingNCCI, and the Company has not received same are listed in Section 3.8 of the Disclosure Schedule. None of the Companies or the Partnership is a party to, or bound by, any notice tax indemnity, tax sharing or tax allocation agreement. None of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company the Companies is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company None of the Companies has not agreed nor is required to make any adjustments under ever been a member of an "affiliated group," as defined in Section 481(a1504(a) of the Code (or any similar provision other than a group of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The such Company is not a party to, is not bound by and does not have any obligation under, any the common parent). All positions taken on federal Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.Returns that

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”"TAX SHARING AGREEMENTS"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state (i) The Company and local each of its Subsidiaries has timely filed (or has had timely filed on its behalf) with the appropriate Tax Authorities all material Tax Returns required to be filed by the Company and each of its Subsidiaries. Such filed Tax Returns are true, correct, and complete in all material respects. (ii) All material Taxes for which the Company or any of its Subsidiaries is or may be liable in respect of taxable periods (or portions thereof) ending on or before the Closing Date, whether or not shown (or required to be shown) on a Tax Return, have been timely paid, or in the case of Taxes not yet due and payable, an adequate accrual in accordance with GAAP specifically in respect of such Taxes has been established on the GAAP Financials. All liabilities for Taxes attributable to the period commencing on the date following the date of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent Balance Sheet were incurred in the payment ordinary course of business and are consistent in type and amount with Taxes attributable to similar prior periods. (iii) Except for Permitted Liens, there are no liens for Taxes upon any Tax. The Company has not had a Tax deficiency proposed property or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None assets of the Company’s federal income Tax Returns nor Company or any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by its Subsidiaries. (iv) Except as described in Section 3.6(b)(iv) of the Company as of the Balance Sheet Date. Since the Balance Sheet DateDisclosure Schedule, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federalFederal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating Audits are presently pending with regard to any material Taxes or any material Tax Returns of the Company now pendingand its Subsidiaries and to the Knowledge of the Company, no such Audit is threatened. No material issue has been raised by any Tax Authority in any completed Audit which, by application of the same or similar principles, could reasonably be expected to recur in a subsequent Tax period. (v) There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney granted by the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The of its Subsidiaries with respect to any Taxes is currently in force. (vi) Neither the Company nor any of its Subsidiaries is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make providing for the allocation, indemnification or sharing of Taxes, other than the agreements described in Section 3.6(b)(vi) of the Company Disclosure Schedule. (vii) Except as described in Section 3.6(b)(vii) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has (i) been a payment, that would not be deductible under member of an affiliated group (within the meaning of Section 280G 1504 of the Code. The ) or an affiliated, combined, consolidated, unitary, or similar group for state, local or foreign Tax purposes, other than the group of which the Company has not agreed nor is required to make the common parent or (ii) any adjustments under Section 481(a) liability for or in respect of the Code Taxes of, or determined by reference to the Tax liability of, another Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local and or foreign lawLaw), as a transferee or successor, by Contract or otherwise. (viii) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations The Company has not yet expired. The received any claim from a Taxing Authority in any jurisdiction where the Company is not a party to, is not bound by and or its Subsidiaries does not have file a Tax Return asserting that it is or may be subject to Taxation in that jurisdiction. (ix) None of the Company or any obligation underof its Subsidiaries has participated in any way (i) in any "tax shelter" within the meaning of Section 6111 (as in effect prior to the enactment of P.L. 108-357 or any comparable Laws of jurisdictions other than the United States) of the Code or (ii) in any "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4 (as in effect at the relevant time) (or any comparable regulations of jurisdictions other than the United States). (x) Each Insurance Contract complies with the requirements of section 72 of the Code, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person each Insurance Contract which was issued as a result oflife insurance contract meets the requirements of section 7702(a) of the Code, or pursuant to, and the Company does not issue any Tax Sharing Agreementsmodified endowment contracts within the meaning of Section 7702A of the Code.

Tax Returns and Audits. (a) The taxable year of Image ends December 31. Image has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and Image is not required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by Image have not been, and are not being, to the knowledge of Image, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of Image may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of Image. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the property of Image, nor are there any pending or threatened examinations or tax claims asserted. Image has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Except in jurisdictions in which Image voluntarily files tax returns, no claim has ever been made by a taxing authority that Image is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld or collected therefromby Image since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingTBA, and the Company has not received any notice same are listed in Section 3.8 of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returnsthe Disclosure Schedule. The Company Image is not obligated to make a paymentparty to, nor or bound by, any tax indemnity, tax sharing or tax allocation agreement. Image is it not a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company Image has never been a member of an "affiliated group," as defined in Section 1504(a) of the Code. All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code have been disclosed on such Tax Returns. Image is not is a United States real property holding corporation as defined in Section 897 of the Code. No shareholder of Image is a foreign person within the meaning of Section 1445(b)(2) of the Code. Image has not made any tax elections under any section of the Code (other than its election to be taxed as an "S" corporation under Section 1362), including, without limitation under any of Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of the Code (or any predecessor thereof). None of the assets and properties of Image is an asset or property that TBA or any of its affiliates is or will be required to treat as being (i) owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has been entered into by or with respect to Image or any assets thereof. Image has not agreed nor to or is not required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method of Image, Image has no applications pending with any taxing authority requesting permission for any changes in any accounting method of Image, and the I.R.S. has not proposed any such adjustment or change in accounting method therefor. Image has not been or otherwise is not in violation (or with notice or lapse of time or both, would be in violation) of any applicable law relating to the payment of withholding of taxes. Image has duly and timely withheld from salaries, wages and other compensation and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws. (b) Image has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 since November 14, 1992 and Image will be an S corporation up to and including the day before the Closing Date. Except as set forth in Section 3.8 of the Disclosure Schedule, Image would not be liable for any Tax period tax under Code Section 1374 if its assets were sold for which the applicable statute their fair market value as of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.January 1,

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid, except where the failure so to file or pay could not reasonably be expected to have a Parent Material Adverse Effect. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.Agreements.‌

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company SAH have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company SAH is not and has not been delinquent in the payment of any Tax. The Company SAH has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySAH’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authoritiesGovernmental Bodies. The reserves for Taxes reflected on the SAH Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company SAH as of the Balance Sheet DateJune 30, 2007. Since the Balance Sheet DateJune 30, the Company 2007, SAH has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company SAH has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company SAH now pending, and the Company SAH has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company SAH is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company SAH has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company SAH (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of Parent's federal income, state and local income and franchise tax returns has been audited by any governmental authority; and none of the Company’s federal income Tax Returns nor any Parent's state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All (a) Except as set forth on Schedule 3.16, all required federal, state state, local and local foreign Tax Returns (as defined below) of the Company Parent and Merger Sub have been accurately prepared and duly and timely filed, and all federal, state state, local and local Taxes foreign required to be paid with respect to the periods covered by such returns have been paid. The Company Neither Parent nor Merger Sub is not and has have not been delinquent in the payment of any Tax. The Company Neither Parent nor Merger Sub has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent or Merger Sub’s federal income Tax Returns nor any state or local income or franchise Tax Returns has have been audited by governmental authoritiesany Governmental Authority. The reserves for Taxes reflected on the Balance Sheet Parent Financial Statements, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Parent or Merger Sub as of the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent and Merger Sub has made adequate provisions on its respective books of account for all Taxes with respect to its business, properties and operations for such period. The Company Each Parent and Merger Sub has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent or Merger Sub now pending, and the Company neither Parent nor Merger Sub has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Neither Parent nor Merger Sub is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Neither Parent nor Merger Sub has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) Law), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Neither Parent nor Merger Sub (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten Sharing Agreements and (collectively, “Tax Sharing Agreements”), nor ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Company. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the Company’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Company Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. The Company has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, ““ Tax Sharing AgreementsAgreements ”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid on or prior to the date hereof with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company's state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Financial Statements are and will be sufficient for the payment of all unpaid Taxes known to and payable by the Company as of the Balance Sheet Financial Statement Date. Since the Balance Sheet Financial Statement Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited towithout limitation, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There To the Company's knowledge, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filedfiled or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All Except for the Obligation, all required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state provincial and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a Material Adverse Effect on the Company. The Except for the Obligation, the Company is not and has not been delinquent in the payment of any Tax. The Except with respect to the Obligation, the Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or income, provincial and local income or and franchise Tax Returns tax returns has been audited by governmental authoritiesany Authority. The reserves for Taxes reflected on the Balance Sheet Financial Statements and the amount of the Escrow Deposit (as defined in the Restricted Escrow Agreement, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet DateCompany. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes Except with respect to its businessthe Obligation, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a(i) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax tax sharing agreementagreements, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten and (collectively, “Tax Sharing Agreements”), nor ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementssuch tax sharing agreements. The Company has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns (a) Except as disclosed in PART A-1(8) of the Company have been accurately prepared Disclosure Letter, [i] on the date hereof and duly and timely filedon the Closing Date, and all federal, state and local Taxes tax returns and tax reports required to be paid filed by the Company on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed; [ii] all federal, state and local income, franchise, sales, use, property, excise and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the Company's books for taxes not yet due and payable; [iii] as of the Closing Date, all taxes and other assessments and levies which the Company is required by law to withhold or to collect on or before the Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the Closing Date; and [iv] there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Company. Since At and after the Balance Sheet Closing Date, the Company has made adequate provisions on its books of account will not have any liability for all Taxes any federal, state or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in PART A-1(8) of the Disclosure Letter. Discretionary decisions made by Apollo and its businessmanagement with respect to filing or amending any tax returns of the Company concerning periods ended on or prior to the Closing Date, properties which decisions are not required under applicable law and operations for such period. The which decisions result in additional liability to the Company has withheld other than as disclosed in this Agreement or collected from each payment made the Schedules annexed hereto, shall not result in any breach of representations and warranties contained in this Subsection 8(a). (b) There are no audits pending with respect to each of its employees the amount of all Taxes (including, but not limited to, any federal, state and or local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefromtax returns of the Company, and has paid the same no waivers of statutes of limitations have been given or requested with respect to the proper Tax receiving officers any tax years or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns tax filings of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing AgreementsCompany.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not neither obligated to make a payment, payment nor is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor or is not required to make any adjustments under Section section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not neither a party to, nor is not bound by and does not have nor has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have any and (ii) has no potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Sequoia have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Sequoia is not and has not been delinquent in the payment of any Tax. The Company Sequoia has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySequoia’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authoritiesGovernmental Bodies. The reserves for Taxes reflected on the Sequoia Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Sequoia as of the Balance Sheet DateDecember 31, 2006. Since the Balance Sheet DateDecember 31, the Company 2006, Sequoia has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company Sequoia has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Sequoia now pending, and the Company Sequoia has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Sequoia is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Sequoia has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Sequoia (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid on or prior to the date hereof with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Financial Statements are and will be sufficient for the payment of all unpaid Taxes known to and payable by the Company as of the Balance Sheet Financial Statement Date. Since the Balance Sheet Financial Statement Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited towithout limitation, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There To the Company’s knowledge, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below:

Tax Returns and Audits. All required federal, state and local Tax Returns tax returns of the Company and its subsidiaries have been accurately prepared and duly and timely filed, or are in the process of being prepared and filed and all federal, state and local Taxes taxes required to be paid with respect to the periods covered by such returns have been paid. The Neither the Company nor any of its subsidiaries is not and or has not been delinquent in the payment of any Taxtax, assessment or governmental charge. The Neither the Company nor any of its subsidiaries has not ever had a Tax any tax deficiency proposed or assessed against it and neither the Company nor any of its subsidiaries has not executed a any waiver of any statute of limitations on the assessment or collection of any Taxtax or governmental charge. None of the Company’s 's and none of its subsidiaries' federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has ever been audited by governmental authorities. The reserves for Taxes taxes, assessments and governmental charges reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes taxes and governmental charges payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company and each of its subsidiaries has withheld or collected from each payment made to each of its employees employees, the amount of all Taxes taxes (including, but not limited to, federal, state and local federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All Except as set forth in Section 2.11(b) of the Disclosure Schedule: (i) The Company has (a) prepared and timely filed all required U.S. federal, state, local and non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns have been completed in accordance with applicable Law in all material respects and (b) timely paid all Taxes it is required to pay, other than U.S. federal income taxes relating to the Company’s method of accounting regarding revenue recognition and/or deferral of revenue for Tax purposes in an amount not to exceed $10,700,000. (ii) The Company has paid or withheld with respect to its Employees and other third parties, all U.S. federal, state and local non-U.S. income taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Returns of the Company have been accurately prepared Act amounts and duly and timely filed, and all federal, state and local other Taxes required to be withheld, and has timely paid with respect over any such withheld Taxes to the periods covered by such returns have been paid. appropriate authorities. (iii) The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a , nor is there any Tax deficiency outstanding, assessed or proposed or assessed in writing against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None . (iv) No audit or other examination of any Return of the Company’s federal income Tax Returns Company is presently in progress, nor has the Company been notified in writing of any state request for such an audit or local income or franchise Tax Returns has been audited by governmental authoritiesother examination. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable No adjustment relating to any Return filed by the Company as has been proposed in writing by any Tax authority to the Company or any representative thereof. No written claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (v) As of the date of the Current Balance Sheet Date. Since the Balance Sheet DateSheet, the Company has made adequate provisions had no liabilities for unpaid Taxes which have not been accrued or reserved on its books of account for all Taxes with respect to its businessthe Current Balance Sheet, properties and operations for such period. The Company has withheld whether asserted or collected from each payment made to each of its employees the amount of all Taxes (includingunasserted, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld contingent or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingotherwise, and the Company has not received incurred any notice liability for Taxes since the date of any proposed auditsthe Current Balance Sheet other than in the ordinary course of business, investigationsconsistent with past practices or as contemplated in this Agreement. (vi) The Company has made available to Parent or its legal counsel, claims or administrative proceedings copies of all Tax Returns for the Company filed for all periods with respect to which the statute of limitations has not expired. (vii) There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company relating to or attributable to Taxes, other than Liens for Taxes or any Tax Returns. not yet due and payable. (viii) The Company is not obligated to make has (a) never been a paymentmember of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), nor is it (b) never been a party to any agreement that Tax sharing, indemnification, allocation or similar agreement, (c) no liability for the Taxes of any person or entity under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-us law (including any arrangement for group or consortium relief or similar arrangement)), as a transferee or successor, by operation of law, by contract or agreement, or otherwise and foreign (d) never been a party to any joint venture, partnership or other arrangement that, to the Company’s Knowledge, could be treated as a partnership for Tax purposes. (ix) The Company has not been a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code during any applicable period of determination specified in Section 897(c) of the Code. (x) The Company has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (xi) The Company has not engaged in a reportable transaction under Treas. Reg. § 1.6011-4(b), including a transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treas. Reg. § 1.6011-4(b)(2). (xii) Section 2.11(b)(xii) of the Disclosure Schedule sets forth the amount of any deferred gain or loss allocable to the Company arising out of any deferred intercompany transaction as defined in Treas. Reg. § 1.1502-13 or any similar provision of applicable law. (xiii) by reason The Company will not be required to include any income or gain or exclude any deduction or loss from Taxable income for any taxable period or portion thereof after the Closing Date as a result of a any (a) change in method of accounting method or otherwise for any Tax taxable period for which or portion thereof ending on or prior to the Closing Date, (b) closing agreement under Section 7121 of the Code executed prior to the Closing, (c) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code in connection with a transaction consummated prior to the Closing (or in the case of each of (a), (b) and (c), under any similar provision of applicable statute of limitations has not yet expired. Law), (d) installment sale or open transaction disposition consummated prior to the Closing or (e) prepaid amount received prior to Closing other than the prepaid amounts received in sales transactions that are recorded in accordance with GAAP in the general ledger accounts named “Deferred Revenue,” as disclosed in the Company’s 2009 Financial Statements, line item termed “Deferred Revenue and Long-Term Deferred Revenue.” (xiv) The Company uses the accrual method of accounting for tax purposes. (xv) Neither the Company nor any Company Subsidiary is not subject to Tax in any country other than its country of incorporation or formation by virtue of having a party topermanent establishment, place of business or source of income in such country. (xvi) The Company and each Company Subsidiary is not bound in compliance in all material respects with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (“Tax Incentive”), and the consummation of the transactions contemplated by and does this Agreement will not have any obligation underadverse effect on the continued validity and effectiveness of any such Tax Incentive. (xvii) To the Knowledge of the Company after consultation with Xxxxx Xxxxxxxx LLP, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it the transfer pricing practices and methodology of the Company and the Company Subsidiaries have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsbeen reviewed by Xxxxx Xxxxxxxx LLP and are correct in all material respects.

Tax Returns and Audits. All required federal(i) The Company and each Subsidiary have correctly computed all Taxes, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and filed all federal, state provincial, local and local Taxes foreign returns, estimates, information statements and reports ("Tax Returns"), required to be filed by them, have timely paid with respect to the periods covered by such returns all Taxes that are due and payable, have been paid. The Company is not and has not been delinquent made adequate provision in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Current Balance Sheet are and will make adequate provision in the Interim Balance Sheet, if any, and the Closing Date Balance Sheet or in any other financial record which is required to be sufficient produced by the Company or any Subsidiary pursuant to this Agreement, for the payment of all unpaid Taxes payable for any taxation year or period ending on or prior to the Closing Date. The Company and each Subsidiary have also made adequate and timely installments of Taxes required to be made. (ii) With respect to any periods for which Tax Returns have not yet been required to be filed or for which Taxes are not yet due and payable, the Company and each Subsidiary have only incurred liabilities for Taxes in the ordinary course of their business and in a manner and at a level consistent with prior periods. All such Taxes, including Taxes for the period between December 31, 2000 and the Closing Date have been reflected as a current liability on the Current Balance Sheet and will be reflected as a current liability on the Interim Balance Sheet, if any, and the Closing Date Balance Sheet or on any other financial record which is required to be produced by the Company as or any Subsidiary pursuant to this Agreement. (iii) All Tax Returns in respect of income taxes of the Balance Sheet Date. Since Company and each Subsidiary have been assessed (where applicable) through and up to the Balance Sheet Datedate hereof, and there are no outstanding waivers of any limitation periods or agreements providing for an extension of time for the filing of any Tax Return or the payment of any Tax by the Company has made adequate provisions on its books or any Subsidiary or any outstanding objections to any assessment or reassessment of account for all Taxes Taxes. Any deficiencies proposed as a result of such assessments or reassessments of such Tax Returns through and including the date hereof have been paid and settled. (iv) There are no contingent Tax liabilities with respect to its businessthe Company or any Subsidiary nor any grounds which could prompt an assessment or reassessment, properties and operations for such period. including, but without limitation, aggressive treatment of income, expenses, deductions, credits or other amounts in the filing of earlier or current Tax Returns, nor has the Company or any Subsidiary received any indication from any taxation authorities that an assessment or reassessment of Tax is proposed or imminent. (v) The Company has and each Subsidiary have withheld or collected from each payment made to any of their past and present shareholders, directors, officers, employees, agents and creditors (including, without limitation, Element K, EK Holdings and their Affiliates) the amount of all Taxes, deductions or other amounts required to be withheld and have paid such amounts when due, in the form required under the appropriate legislation, or made adequate provision for the payment of such amounts to the proper receiving authorities. (vi) The Company and each Subsidiary have collected from each amount received from any of its employees past and present customers (or other persons paying amounts to the Company including any Subsidiary) the amount of all Taxes (including goods and services tax and provincial sales taxes) required to be collected and has remitted such Taxes when due, in the form required under the appropriate legislation, or made adequate provision for the payment of such amounts to the proper receiving authorities. (vii) Neither the Company nor any Subsidiary is subject to any assessments, levies, penalties or interest with respect to Taxes that will result in any liability on either the Company's or any Subsidiary's part in respect of any period ending on or prior to the Closing Date, in excess of the amount provided for in the Current Balance Sheet or to be provided for in the Interim Balance Sheet, if any, and the Closing Date Balance Sheet or in any other financial record that is required to be produced by the Company or any Subsidiary pursuant to this Agreement. (viii) The Company has not been and is not currently required to file any returns, reports, elections, designations or other filings with any taxation authority located in any jurisdiction outside Canada or outside the province of Ontario. (ix) The Company has not filed nor has been party to any election pursuant to Sections 83 or 85 of the ITA or the corresponding provisions of any provincial statute. (x) The Company has not at any time benefited from a forgiveness of debt or entered into any transaction or arrangement (including conversion of debt into shares of its share capital) that could result in the application of Section 80 and following of the ITA. (xi) All research and development investment tax credits ("ITCs") and expenditures that were claimed by the Company were claimed in accordance with the ITA and the relevant provincial legislation, and the Company has satisfied at all times the relevant criteria and conditions entitling it to such ITCs and expenditures. All refunds of ITCs received or receivable by the Company in any financial year were claimed in accordance with the ITA and the relevant provincial legislation and the Company has satisfied at all times the relevant criteria and conditions entitling it to claim a refund of such ITCs. (xii) From its date of incorporation through December 31, 2000, the Company has been a "Canadian controlled private corporation" within the meaning of the ITA. (xiii) Except for those entities listed in Section 2.3 of this ----------- Agreement, the Company is not, nor has it been at any time, associated (within the meaning of the ITA) with any other corporation. (xiv) There are (and immediately following the Closing Date there will be) no Liens on the assets of the Company or on those of any of its Subsidiaries relating to or attributable to Taxes. (xv) As of the Closing Date, other than with respect to Company Options, there will not be any contract, agreement, plan or arrangement, including, but not limited to, federalthe provisions of this Agreement, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld covering any employee or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns former employee of the Company now pending, and the Company has not received any notice or of any proposed auditsof its Subsidiaries that, investigationsindividually or collectively, claims or administrative proceedings relating could give rise to Taxes or the payment of any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, amount that would not be deductible by the Company or by any of its Subsidiaries as an expense under Section 280G applicable law other than reimbursements of a reasonable amount of entertainment expenses and other non deductible expenses that are commonly paid by similar businesses in reasonable amounts. (xvi) The tax basis of the Code. assets of the Company and that of the assets of each Subsidiary (and the undepreciated capital cost of such assets) for purposes of determining future amortization, depreciation and other federal and provincial income tax deductions is accurately reflected on the Tax Returns and records of the Company and each Subsidiary. (xvii) The Company has not agreed acquired property or services from, nor is required has it disposed of property or provided services to make any adjustments under Section 481(a) a person with whom it does not deal at arm's length (within the meaning of the Code ITA) for an amount that is other than the fair market value of such property or services, or has been deemed to have done so for purposes of the ITA. (xviii) No audit or other examination of any Return of the Company or of any Subsidiary is presently in progress, nor has the Company or any Subsidiary been notified of any request for such an audit or other examination. (xix) Neither the Company nor any of the Subsidiaries has (a) ever been a member of an affiliated or consolidated group of corporations for tax filing purposes, (b) ever been a party to any tax sharing, indemnification or allocation agreement, (c) any liability for the Taxes of any person (other than Company or any of the Subsidiaries) under Treas. Reg. (S) 1.1502-6 (or any similar provision of state, local and or foreign law) ), as a transferee or successor, by reason of a change in accounting method contract or agreement, or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not and (d) ever been a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person joint venture, partnership or other arrangement that could be treated as a result of, or pursuant to, any partnership for Tax Sharing Agreementspurposes.

Tax Returns and Audits. All (i) The Company has prepared and timely filed all required federal, state state, local and local Tax Returns of foreign returns, estimates, information statements and reports (“Returns”) relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been accurately prepared completed in accordance with applicable law. (ii) The Company has timely paid all material Taxes it is required to pay and duly and has timely filed, and paid or withheld with respect to its Employees all federal, state and local foreign income taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid with respect to the periods covered by such returns have been paid. or withheld. (iii) The Company is not and has not been currently delinquent in the payment of any Tax. The Company has not had a , nor is there any Tax deficiency outstanding, assessed or proposed or assessed against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None , except as noted on the Company Disclosure Schedule. (iv) No audit or other examination of any Return of the Company’s federal income Tax Returns Company is presently in progress, nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as been notified of any request for such an audit or other examination. (v) As of the date of the Current Balance Sheet Date. Since the Balance Sheet DateSheet, the Company did not have any Liabilities for unpaid Taxes which have not been accrued or reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, and the Company has made adequate provisions on its books not incurred any liability for Taxes since the date of account for all Taxes with respect to its the Current Balance Sheet other than in the ordinary course of business, properties and operations for such period. . (vi) The Company has withheld made available to Parent or collected from each payment made to each of its employees the amount legal counsel, copies of all Taxes (including, but not limited toforeign, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxesall state and local sales and use Returns for the Company filed for all periods since its inception. (vii) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings No adjustment relating to Taxes or any Tax Returns of the Company now pending, and Return filed by the Company has not received been proposed formally or, to the Knowledge of the Company, informally by any notice of any proposed audits, investigations, claims or administrative proceedings relating tax authority to Taxes the Company or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsrepresentative thereof.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately beenaccurately and completely prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same are material and have become due. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Taxit. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. To the knowledge of the Company, there has been no material issue raised or material adjustment proposed (and none is pending) by the Internal Revenue Service or any other taxing authority in connection with any of the Company’s Tax Returns. No waiver or extension of any statute of limitations as to any material federal, state, local or foreign Tax matter has been given by or requested from the Company. The reserves for Taxes reflected on in the Balance Sheet Company Financial Statements for the year ended December 31, 2008 are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its businessthe period ended on December 31, properties and operations for such period2008. The Company has withheld or collected from each shall establish, in the ordinary course of business and consistent with its past practices, reserves adequate for the payment made to each of its employees the amount of all unpaid Taxes (includingby the Company for the period from December 31, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid 2008 through the same to the proper Tax receiving officers or authorized depositariesClosing Date. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingpending or, and to the knowledge of the Company, threatened. The Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company For the purposes of this Section 2.18, a Tax is not obligated to make a paymentdue (and must therefore either be paid or adequately reserved against in the Company’s Financial Statements) only on the last date payment of such Tax can be made without interest or penalties, nor whether such payment is it a party to any agreement that under certain circumstances could obligate it to make a paymentdue in respect of estimated Taxes, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is withholding Taxes, required to make any adjustments under Section 481(a) of the Code (Tax credits or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsother Tax.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent and Acquisition Corp. have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Neither Parent nor Acquisition Corp. is not and or has not been delinquent in the payment of any Tax. The Company Neither Parent nor Acquisition Corp. has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s or Acquisition Corp.’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company Parent and Acquisition Corp. as of February 29, 2008 (the “Parent Balance Sheet Date”). Since the Parent Balance Sheet Date, the Company has each of Parent and Acquisition Corp. have made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has Each of Parent and Acquisition Corp. have withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns of the Company Parent or Acquisition Corp. now pending, and the Company neither Parent nor Acquisition Corp. has not received any notice of any proposed audits, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns. The Company Neither Parent nor Acquisition Corp. is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Neither Parent nor Acquisition Corp. has not agreed nor is it required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Neither Parent nor Acquisition Corp. is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”)Agreement, nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. (b) For purposes of this Agreement, the following terms shall have the meanings provided below: