Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. (1) The Company and each of its Subsidiaries have (a) timely filed or caused to be filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes concerning or attributable to the Company or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3) No audit or other examination of any Return 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 or other examination. (4) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Each of the Company and each of its the Company Subsidiaries have (a) has prepared and timely filed or caused to be filed (taking into account all applicable extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, estimateselections, notices, filings, information statements statements, reports and reports other documents, ("“Tax Returns") ”), with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its and the Company Subsidiaries, and such as applicable. Such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with applicable Laws Applicable Law in all material respects. (ii) Each of the Company and (b) timely paid or withheld (the Company Subsidiaries has duly and timely paid over paid, or caused to be duly and timely paid, all material Taxes that are due and payable by them (whether or not shown or required to be shown on any Tax Return) or made adequate provision for the payment of all material Taxes due and payable by the Company and each of the Company Subsidiaries. (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all material Taxes and other amounts required by Applicable Law to be withheld or deducted by it, and has duly and timely remitted, or will duly and timely remit, as applicable, to the appropriate Governmental Entity) all Authority such Taxes and other amounts required by Applicable Law to be paid remitted by it, for all periods ending on or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor Subsidiary has entered into any of its Subsidiaries has any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or Company Subsidiaries is a beneficiary of any such extension of time that will be outstanding and in effect on the Closing Date. (3v) No audit or other examination of any Tax Return of any of the Company or any of its Subsidiaries a Company Subsidiary is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination. (4vi) There are no liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, except for inchoate Tax liens that attach by operation of law. (vii) Except as set forth in Schedule 2.16(b)(vii), none of the Company or any Company Subsidiary is a party to any Tax allocation or sharing agreement. None of the Company or any Company Subsidiary is or has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a consolidated, unitary or combined Tax group filing, consolidated or combined Tax Returns (other than, in each case, an affiliated, consolidated, unitary or combined group of which the Company is the common parent) or otherwise has any liability for the Taxes of any person (other than with respect to itself or any of the Company Subsidiaries). (viii) To the Knowledge of the Company, none of the Company or any Company Subsidiary has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (ix) No adjustment relating Tax rulings have been entered into or issued by any Taxing authority with respect to the Company or any Return filed Company Subsidiary that would affect the computation of Tax liability of the Company or a Company Subsidiary, as applicable, for any periods (or portions thereto) beginning on or after the Closing Date, and no request for any such rulings currently is pending with any Governmental Authority. (x) There is no contract or Company Benefit Plan covering any current or former employee or current or former independent contractor of the Company or any Company Subsidiary that, individually or collectively, could give rise to a payment by the Company or any of its Subsidiaries has been proposed Company Subsidiary (or the provision by any Tax authority to the Company or any Company Subsidiary of its Subsidiaries any other benefits such as accelerated vesting) that would not be deductible by the Company or such Company Subsidiary by reason of Code Section 280G or subject to an excise Tax under Code Section 4999. None of the Company or any representative thereof that remains unpaid.Company Subsidiary has any indemnity obligations for any excise Taxes imposed under Code Section 4999 or for any Taxes of any employee, including Taxes under Code 409A. (5xi) Each To the Knowledge of the Company, the Company and its Subsidiaries have each Company Subsidiary has disclosed on their federal income respective Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Each of the Company and each of its the Company Subsidiaries have (a) has prepared and timely filed or caused to be filed (taking into account all applicable extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, elections, notices, filings, declarations, forms, claims for refund, estimates, information statements statements, reports and reports other documents, including any amendments, schedules, attachments, supplements, appendices and exhibits thereto ("“Tax Returns") ”), with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its and the Company Subsidiaries, and such as applicable. Such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with applicable Laws Applicable Law in all material respects. Schedule 2.16(b)(i) lists all of the jurisdictions in which the Company and each Company Subsidiary is required to file Tax Returns or pay Taxes. (bii) Each of the Company and the Company Subsidiaries has duly and timely paid, or caused to be duly and timely paid, all Taxes that are due and payable by them (whether or not shown or required to be shown on any Tax Return) or made adequate provision for the payment of all material Taxes due and payable by the Company and each of the Company Subsidiaries. (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all Taxes and other amounts required by Applicable Law to be withheld or deducted by it, including Taxes and other amounts required to be deducted or withheld by it in respect of any amount paid or withheld (credited, or deemed to be paid or credited, by it to or for the account or benefit of any person, including any former or current Employees, officers or directors and any non-resident person, and has duly and timely paid over any withheld amounts remitted, or will duly and timely remit, as applicable, to the appropriate Governmental Entity) all Authority such Taxes and other amounts required by Applicable Law to be paid remitted by it, for all periods ending on or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor Subsidiary has entered into any of its Subsidiaries has any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or Company Subsidiaries is a beneficiary of any such extension of time that will be outstanding and in effect on the Closing Date. (3v) No audit or other examination of any Tax Return of any of the Company or any of its and the Company Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination. (4vi) There are no liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, except for inchoate Tax liens that attach by operation of law. (vii) None of the Company or any Company Subsidiary is a party to any Tax allocation or sharing agreement (other than with respect to itself and any Company Subsidiaries). None of the Company or any Company Subsidiary is or has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a consolidated, unitary or combined Tax group filing, consolidated or combined Tax Returns (other than, in each case, an affiliated, consolidated, unitary or combined group of which the Company is the common parent) or otherwise has any liability for the Taxes of any person (other than with respect to itself or any of the Company Subsidiaries). (viii) None of the Company or any Company Subsidiary has been at any time a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) No claim in writing has ever been made by any Governmental Authority in a jurisdiction in which any of the Company or a Company Subsidiary does not file Tax Returns that the Company or a Company Subsidiary, as applicable, is or may be subject to Taxes in such jurisdiction. (x) None of the Company or any Company Subsidiary has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (xi) No Tax rulings have been entered into or issued by any Taxing authority with respect to the Company or any Company Subsidiary that would affect the computation of Tax liability of the Company or a Company Subsidiary, as applicable, for any periods (or portions thereto) beginning on or after the Closing Date, and no request for any such rulings currently is pending with any Governmental Authority. (xii) None of the Company or any Company Subsidiary has agreed to make, or is required to make, any adjustment relating under Section 481(a) of the Code by reason of a change in accounting method or otherwise. (xiii) There is no contract or Company Benefit Plan covering any current or former employee or current or former independent contractor of the Company or any Company Subsidiary that, individually or collectively, could give rise to any Return filed a payment by the Company or any of its Subsidiaries has been proposed Company Subsidiary (or the provision by any Tax authority to the Company or any Company Subsidiary of its Subsidiaries any other benefits such as accelerated vesting) that would not be deductible by the Company or such Company Subsidiary by reason of Code Section 280G or subject to an excise Tax under Code Section 4999. None of the Company or any representative thereof that remains unpaid.Company Subsidiary has any indemnity obligations for any excise Taxes imposed under Code Section 4999 or for any Taxes of any employee, including Taxes under Code 409A. (5xiv) Each of The Company and its Subsidiaries have each Company Subsidiary has disclosed on their federal income respective Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (a) timely filed or caused to be filed all material federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to Taxes concerning or attributable to the Company or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no material claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there There are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2ii) Neither the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax other than as part of a routine examination. (3iii) No audit or other examination of any material Return 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 or other examination. (4iv) No adjustment relating to any material Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Each of the Company and each of its the Company Subsidiaries have (a) has prepared and timely filed or caused to be filed (taking into account all applicable extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, elections, notices, filings, declarations, forms, claims for refund, estimates, information statements statements, reports and reports other documents, including any amendments, schedules, attachments, supplements, appendices and exhibits thereto ("“Tax Returns") ”), with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its and the Company Subsidiaries, and such as applicable. Such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with applicable Laws Applicable Law in all material respects. Schedule 2.16(b)(i) lists all of the jurisdictions in which the Company and each Company Subsidiary is required to file Tax Returns or pay Taxes. (bii) Each of the Company and the Company Subsidiaries has duly and timely paid, or caused to be duly and timely paid, all Taxes that are due and payable by them (whether or not shown or required to be shown on any Tax Return) or made adequate provision for the payment of all material Taxes due and payable by the Company and each of the Company Subsidiaries. (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all Taxes and other amounts required by Applicable Law to be withheld or deducted by it, including Taxes and other amounts required to be deducted or withheld by it in respect of any amount paid or withheld (credited, or deemed to be paid or credited, by it to or for the account or benefit of any Person, including any former or current Employees, officers or directors and any non-resident Person, and has duly and timely paid over any withheld amounts remitted, or will duly and timely remit, as applicable, to the appropriate Governmental Entity) all Authority such Taxes and other amounts required by Applicable Law to be paid remitted by it, for all periods ending on or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor Subsidiary has entered into any of its Subsidiaries has any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or Company Subsidiaries is a beneficiary of any such extension of time that will be outstanding and in effect on the Closing Date. (3v) No audit or other examination of any Tax Return of any of the Company or any of its and the Company Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination. (4vi) No adjustment relating to any Return filed by There are no liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, except for inchoate Tax liens that attach by operation of its Subsidiaries law. (vii) None of the Company or any Company Subsidiary is a party to any Tax allocation or sharing agreement (other than with respect to itself and any Company Subsidiaries). None of the Company or any Company Subsidiary is or has been proposed a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a consolidated, unitary or combined Tax group filing, consolidated or combined Tax Returns (other than, in each case, an affiliated, consolidated, unitary or combined group of which the Company is the common parent) or otherwise has any liability for the Taxes of any Person (other than with respect to itself or any of the Company Subsidiaries). (viii) None of the Company or any Company Subsidiary has been at any time a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) No claim in writing has ever been made by any Governmental Authority in a jurisdiction in which any of the Company or a Company Subsidiary does not file Tax Returns that the Company or a Company Subsidiary, as applicable, is or may be subject to Taxes in such jurisdiction. (x) Except as disclosed on Schedule 2.16(b)(x), none of the Company or any Company Subsidiary has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (xi) No Tax rulings have been entered into or issued by any Taxing authority with respect to the Company or any Company Subsidiary that would affect the computation of its Subsidiaries Tax liability of the Company or a Company Subsidiary, as applicable, for any representative thereof that remains unpaidperiods (or portions thereto) beginning on or after the Closing Date, and no request for any such rulings currently is pending with any Governmental Authority. (5xii) Each None of the Company or any Company Subsidiary has agreed to make, or is required to make, any adjustment under Section 481(a) of the Code (or a similar provision under the law of any nation, state or locality) by reason of a change in accounting method or otherwise. (xiii) The Company and its Subsidiaries have each Company Subsidiary has disclosed on their federal income respective Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662 (xiv) None of the Company or Company 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 of the following that occurred or exists prior to the Closing: (A) a “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law); (B) an installment sale or open transaction; (C) a prepaid amount or deferred revenue; or (D) an intercompany item under Treasury Regulations Section 1.1502-13 or an excess loss account under Treasury Regulations Section 1.1502-19. (6xv) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Company Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedtreated as a “C” corporation since its respective formation.

Tax Returns and Audits. (1) The Company and each of its Subsidiaries have (a) Sellers shall be responsible for filing all Tax Returns for the tax periods ending on or before the Closing Date. Any such Tax Returns shall be given to Buyer for review and if any position is disputed the parties will try to resolve it, but if no resolution the parties shall have an independent CPA resolve the issue. Sellers shall be solely responsible for all Taxes with respect to such Tax Returns. With respect to any Tax Returns that include periods before and after the Closing Date, the Buyer shall prepare and file such Tax Returns and the applicable Tax, if any, shall be Buyer shall be obligated to prepare, file, and pay any applicable Tax for any Tax Returns for any Tax period beginning on or after the Closing Date. Sellers and Xxxxx agree in good faith to resolve any disputes, provided that in the event that they are unable to resolve such disputes prior to the applicable filing deadline, Buyer shall be entitled to file such Tax Returns in accordance with its reasonable determination. Sellers shall timely filed remit (or caused cause to be timely remitted) to Buyer any Taxes shown due on any Tax Returns filed by Buyer. (b) Sellers shall be responsible and shall indemnify Buyer for any and all federalof Taxes of the Company and Company Affiliates arising out of or attributable to any Pre-Closing Period. Buyer shall be responsible, stateand indemnify Sellers, local for any and foreign returnsall of Taxes of the Company and Company Affiliates for any Post-Closing Period. (c) If after the Closing Date, estimatesBuyer, information statements and reports the Company or any Company Affiliate receives a refund of any Tax of the Company or any Company Affiliate or a credit against any Tax of the Company or any Company Affiliate attributable to a Pre-Closing Period ("Returns"whether received in cash, or as a credit against other Taxes), Buyer shall pay to Sellers within fifteen (15) Business days after such receipt an amount equal to such refund or credit, together with any interest received or credited xxxxxxx, regardless of the nature of or reason for the refund or reduction in Taxes payable. (d) Following the Closing, Buyer shall control all Contests (as defined below) relating to Taxes concerning of the Company or attributable any Company Affiliate. In the case of a Contest that relates solely and exclusively to Pre-Closing Periods or for which Buyer may otherwise seek indemnification from Sellers under this Agreement; provided, that Sellers shall have acknowledged its obligation to indemnify Buyer under this Section, Sellers shall have the right, at Sellers’ expense, to control the conduct of such Contest, and Buyer shall have the right, at its expense, to participate in such Contest. In the case of a Contest that relates to Pre-Closing Periods and Post-Closing Periods, Buyer shall have the right, bearing its own expenses, to conduct such Contest with respect to such Contest. Sellers, at their own cost, may participate in such Contest. The Party controlling a Contest for a Pre-Closing Period shall in any event keep the other Party informed of the progress of such Contest, shall promptly provide the other Party with copies of all material documents (including material notices, protests, briefs, written rulings and determinations and correspondence) pertaining to such audit or proceeding and shall not settle such Contest without the other Party’s advance written consent, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Agreement, a “Contest” is any audit, administrative or judicial proceeding or other dispute with respect to any Tax matter that affects the Company or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to as the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or case may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariesbe. (2) Neither the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3) No audit or other examination of any Return 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 or other examination. (4) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Company As of the Closing Date, Seller shall have prepared and each of its Subsidiaries have (a) timely filed or caused to be filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company Company, or any the operations of its Subsidiariesthe Company, and such Returns are true, correct, shall be true and complete in all material respects correct and have been completed in accordance with applicable Laws law. (ii) As of the Closing Date, Seller (A) shall have paid all Taxes it is required to pay in respect of the Company and (b) timely paid its operations, and Seller or the Company shall have withheld (with respect to employees of the Company all federal and timely paid over any withheld amounts to the appropriate Governmental Entity) all state income taxes, FICA, FUTA and other Taxes required to be paid withheld in respect of the Company and its operations, and (B) shall have accrued on the Audited Special-Purpose Balance Sheet all accrued and unpaid Taxes concerning or withheld whether attributable to the Company, or not shown as due on any Return. To the Knowledge operations of the Company, no claim has ever been asserted in writing by for the periods covered thereby and will not have allowed the Company to incur any Governmental Entity liability for Taxes for the period prior to the Company or any Closing Date other than in the ordinary course of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariesbusiness. (2iii) Neither Seller has not been delinquent in the Company payment of any Tax concerning or attributable to the Company, or the operations of the Company, nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or proposed against Seller concerning or attributable to the Company Company, or any the operations of its Subsidiariesthe Company, nor has the Company or any of its Subsidiaries Seller executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax concerning or attributable to the Company, or the operations of the Company. (3iv) No audit or other examination of any Return of Seller or the Company or any of its Subsidiaries is presently in progressprogress concerning or attributable to the Company, or the operations of the Company, nor has Seller or the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. . 17 (4v) No adjustment relating to Seller does not have any Return filed by the Company liabilities for unpaid federal, state, local and foreign Taxes concerning or any of its Subsidiaries has been proposed by any Tax authority attributable to the Company Company, or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years operations of the Company and each Subsidiary for Company, which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedaccrued or reserved against in accordance with GAAP on the Audited Special-Purpose Balance Sheet, whether asserted or unasserted, contingent or otherwise.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have has (a) prepared and timely filed or caused to be filed all required U.S. federal, state, local and foreign non-U.S. returns, forms, estimates, information statements and reports reports, including any attachments, elections, supporting information or schedules thereto and amendments thereof ("“Returns"”) relating required to Taxes concerning or attributable to be filed by the Company or any of its Subsidiaries, pursuant to applicable Law and such Returns are true, correct, correct and complete in all material respects and have been completed in accordance compliance with applicable Laws Law and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld due and payable by the Company (whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariessuch Returns). (2ii) Neither The Company has timely paid or withheld with respect to amounts paid to their Employees and other third parties, all Taxes required to be withheld, and has timely paid over any such withheld Taxes to the appropriate Governmental Authority, and all Returns (including Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed. (iii) The Company has not been delinquent in the payment of any Tax, nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or proposed against the Company or any of its SubsidiariesCompany, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3iv) No audit examination or other examination of administrative or court proceeding relating to Taxes or any Return 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 audit, examination or other examination. (4) proceeding. No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries representative thereof. No claim has ever been made by a Tax authority in a jurisdiction where the Company does not file a Return that the Company is or any representative thereof that remains unpaidmay be subject to Tax in such jurisdiction. (5v) Each Any unpaid Taxes of the Company (i) as of the Balance Sheet Date, did not exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Current Balance Sheet (rather than in any notes thereto) and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Returns. The Company has identified all uncertain tax positions contained in all Returns filed by the Company and its Subsidiaries have disclosed has established adequate reserves and made any appropriate disclosures in the Financials in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions). (vi) The Company has made available to Buyer true, correct and complete copies of all Returns for the Company filed for all periods for which the applicable statute of limitations period has not expired, as well as all examination reports and statements of deficiencies assessed against or agreed to by or on their behalf of the Company for such periods. (vii) There are (and immediately following the Closing there will be) no 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 has no 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. (viii) The Company has (a) never been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (b) no liability for the Taxes of any Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. Law (including any arrangement for group or consortium relief or similar arrangement)), as a transferee or successor, by operation of Law, by Contract, or otherwise and (c) never been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes. The Company is not a party to, or bound by, any Tax sharing, indemnification, allocation or similar agreement or arrangement. (ix) The Company is not, and has not been, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (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 within the three years preceding the Stock Sale or in a distribution that 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 transactions contemplated by this Agreement. (xi) The Company has not engaged in a reportable transaction under Treasury Regulation § 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 Treasury Regulation § 1.6011-4(b)(2). The Company has not been a party to any transaction or series of transactions which is or forms part of a scheme for the illicit avoidance of Tax or which can reasonably be considered as such. (xii) The Company has disclosed on its U.S. federal income Tax Returns all positions taken therein that which could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662Section 6662 of the Code. (6xiii) 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 beginning after the Closing Date as a result of any (a) change in method of accounting or use of an improper method of accounting for a Tax period ending on or prior to the Closing Date under Section 481 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law), (b) closing agreement under Section 7121 of the Code (or any similar provision of applicable Law) executed prior to the Closing, (c) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or any similar provision of applicable Law) in connection with a transaction consummated on or prior to the Closing Date, (d) installment sale or open transaction disposition consummated on or prior to the Closing Date, (e) prepaid amount or deferred revenue received on or prior to Closing Date or (f) election under Section 108(i) of the Code (or under any similar provision of applicable Law). (xiv) The Company uses the accrual method of accounting for tax purposes. (xv) The Company is not subject to Tax in any jurisdiction other than its country of incorporation or formation by virtue of having a permanent establishment, place of business or source of income in that country. (xvi) The Company has delivered not entered into any arrangement (including “rulings”) with any Tax authority or made available is subject to Parent a special regime with regard to the payment of Taxes. No power of attorney currently in force has been granted by the Company relating to Taxes. (xvii) The Company is 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 this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive. No property of the Company is (i) complete copies “tax exempt use property” within the meaning of all Tax Returns, examination reports and statements Section 168(h) of the Code; (ii) Tax-exempt bond financed property under Section 168(g) of the Code; or deficiencies assessed against or agreed to (iii) treated as owned by any Person other than the Company under Section 168 of the Code. (xviii) The Company is in compliance in all material respects with all applicable transfer pricing Laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company. The prices for any property or services (or for the use of any Subsidiary property) provided by or to the Company are arm’s length prices for purposes of the applicable transfer pricing Laws, including Treasury Regulations promulgated under Section 482 of the Code. No election has been made pursuant to Section 965 of the Code with respect to the prior three payment of tax attributable to amounts required to be included in income thereunder. (3xix) taxable years No Person holds shares of Company Common Stock that are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code with respect to which a valid election under Section 83(b) of the Code has not been made. (xx) The Company made a valid and timely election to be classified as an S corporation under Section 1361 and Section 1362 of the Code (and under similar provisions of applicable state or local Law), such election has been effective as of the date of the Company’s incorporation, such election has not been revoked or otherwise terminated, and the Company has satisfied all the requirements for continued classification as an S corporation at all times since the date of its incorporation and will be a valid S corporation up to and including the Closing Date. The Company has not, within the past seven years: (i) acquired assets from another corporation in a transaction in which the Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (ii) written schedules acquired the stock of any corporation which is a qualified subchapter S subsidiary. Except for the transactions contemplated by this Agreement, the Company has not taken nor will take (Aprior to the Closing) any action that would cause Company to lose its status as an S corporation as defined in Sections 1361 and 1362 of the Code (and under similar provisions of applicable state or local Law). The Company has no potential liability for any Tax under Section 1374 of the Code (or similar provisions of state, local or foreign Law). (xxi) Section 3.10(b)(xxi) of the Disclosure Schedule sets forth each jurisdiction where the Company will be required to file a Tax Return following the Closing with respect to any Pre-Closing Tax Period, including the type of Return and the type of Tax required to be paid. (xxii) Section 3.10(b)(xxii) of the Disclosure Schedule sets forth the following information with respect to the Company: (a) the taxable years Tax basis of the Company in its assets; (b) the amount of any net operating loss, net capital loss, unused investment, foreign, or other Tax credit and each Subsidiary for which the statute amount of limitations with respect to income Taxes has not expired any limitation upon any of the foregoing; and (Bc) with respect the amount of any deferred gain or loss allocable to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedarising out of any deferred intercompany transaction as defined in Treasury Regulation § 1.1502-13 or any similar provision of applicable Law.

Tax Returns and Audits. (1) The Company and each of its Subsidiaries have Except as set forth in Exhibit 2.18. (a) timely filed or caused to be Prepress as of the Effective Time will have prepared and filed all federalFederal, state, local and foreign returns, estimates, information statements and reports ("Returns") required to be filed by such date relating to any and all Taxes concerning or attributable to the Company Prepress or any of its Subsidiaries, operations and such Returns are true, correct, or will be true and complete in all material respects correct and have been or will completed in accordance with applicable Laws law. (b) Prepress as of the Effective Time: (a) will have paid or accrued a reserve to pay all Taxes it is required to pay or accrue and (b) timely paid or will have withheld (with respect to its employees all federal and timely paid over any withheld amounts to the appropriate Governmental Entity) all state income taxes, FICA, FUTA and other Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiarieswithheld. (2c) Neither Prepress has not been delinquent in the Company payment of any Tax nor any of its Subsidiaries has is there any Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its SubsidiariesPrepress, nor has the Company or any of its Subsidiaries Prepress executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3d) No audit or other examination of any Return of the Company or any of its Subsidiaries Prepress is presently in progress, nor has the Company or any of its Subsidiaries Prepress been notified in writing of any request for such an audit or other examination. (4e) No adjustment relating Prepress does not have any liabilities for unpaid Federal, state, local or foreign Taxes which have not been accrued or reserved against on the Prepress Financials, whether asserted or unasserted, contingent or otherwise, and Prepress has no knowledge of or, any basis for the assertion of any such liability attributable to any Return filed by the Company Prepress, its assets or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidoperations. (5f) Each Prepress has provided to ZiaSun copies of Company all Federal and its Subsidiaries have disclosed state income and all state sales and use Tax Returns filed to date for all periods since the date of Prepress's incorporation. (g) With the exception of the line of credit and any other Liens, as reflected on their federal income Tax Return all positions taken therein that the Prepress Financials, attached hereto as Exhibit 2.17, there are (and as of immediately following the Closing there will be) no liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens") on the assets of Prepress relating to or attributable to Taxes except liens for current taxes not yet delinquent. (h) Prepress has no knowledge of any basis for the assertion of any claims relating or attributable to Taxes which, if adversely determined, would result in any Liens on the assets of Prepress. (i) None of Prepress's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code. (j) As of the Effective Time, there will not be any contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Prepress that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 2806 or 162 of the Code. (k) Prepress 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 substantial understatement subsection (f) asset (as defined in Section 341(f)(4) of federal income Tax the Code) owned by Prepress. (l) Prepress is not a party to a tax sharing or allocation agreement nor does Prepress owe any amount under any such agreement. (m) Prepress is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Code §6662Section 897(c)(2) of the Code. (6n) The Company Prepress has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or not agreed to by and is not required to make any adjustment pursuant to Section 481 (a) of the Company Code (or any Subsidiary predecessor provision) by reason of any change in any accounting method, and there is no application by Prepress pending with respect to the prior three any taxing authority requesting permission for any changes in any accounting method of Prepress. No taxing agency (3domestic or foreign) taxable years and (ii) written schedules has proposed any adjustment or change in Prepress's method of (A) the taxable years of the Company and each Subsidiary accounting for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedtax purposes.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (a) prepared and timely filed or caused to be filed all material required federal, state, local and foreign returns, estimates, information statements and reports and any amendments thereto they were required to file ("“Tax Returns"”) relating to any and all Taxes concerning or attributable to the Company Company, its Subsidiaries or any of its Subsidiaries, their respective operations and such Tax Returns are true, correct, true and complete in all material respects correct and have been completed in accordance with applicable Laws Law. (ii) Company and (b) each of its Subsidiaries have timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) Taxing authority all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or or, to the knowledge of Company, proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax that is still in effect. (3iv) No audit or other examination of any Tax Return 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 or other examination. (4v) Neither Company nor any of its Subsidiaries has any liabilities for unpaid Taxes, other than liabilities accrued or reserved on the Company Balance Sheet in accordance with GAAP or incurred since the date of the Company Balance Sheet in the ordinary course of business. (vi) Company has made available to Parent or its legal counsel copies of all Tax Returns for Company and each of its Subsidiaries filed for all periods for which the applicable statute of limitations has not expired. (vii) There are no Liens on the assets of Company or any of its Subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable. To the knowledge of Company, there is no basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any material Lien for Taxes on the material assets of Company or any of its Subsidiaries. (viii) None of the assets of Company or any of its Subsidiaries is treated as “tax-exempt use property,” within the meaning of Section 168(h) of the Code. (ix) Neither Company nor any of its Subsidiaries has 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 Company or any of its Subsidiaries. (x) Neither Company nor any of its Subsidiaries is a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code, nor has been a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(i) of the Code. (xi) No material adjustment relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed formally or, to the knowledge of Company or any of its Subsidiaries, informally by any Tax tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidsince January 1, 2002. (5xii) Each Neither Company nor any of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to (A) is, or since January 1, 2002, has been (1) a substantial understatement member of federal income Tax an affiliated group (within the meaning of Code §66621504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company), (2) a party to any Tax sharing, indemnification or allocation agreement, nor does Company or any of its Subsidiaries owe any amount under any such agreement that is not reflected on the Company Balance Sheet or (3) a party to any material joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes, or (B) has any liability for the Taxes of any Person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. (6xiii) The Neither Company nor any of its Subsidiaries has delivered constituted either a “distributing corporation” or made available a “controlled corporation” in a distribution of stock intended to Parent qualify for tax-free treatment under Section 355 of the Code (ix) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by in the Company or any Subsidiary with respect two years prior to the prior three date of this Agreement or (3y) taxable years and in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (iiwithin the meaning of Section 355(e) written schedules of (A) the taxable years of the Code) in conjunction with the Merger. (xiv) Neither Company nor any of its Subsidiaries has engaged in 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 or reportable transaction, as set forth in Treas. Reg. § 1.6011-4. (xv) To the knowledge of Company, Company and each Subsidiary for which of its Subsidiaries are in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order of a territorial or non-U.S. government and the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or other or other Tax reduction agreement or order. (xvi) To the knowledge of Company, Company and each Subsidiaryof its Subsidiaries are and have at all times been resident for Tax purposes in its place of incorporation or formation and are not and have not at any time been treated as a resident in any other jurisdiction for any Tax purpose (including any double taxation arrangement). To the knowledge of Company, those years Company and each of its Subsidiaries are not subject to Tax in any jurisdiction other than its place of incorporation or formation by virtue of having a permanent establishment or other place of business or by virtue of having a source of income in that jurisdiction, except for income earned from services for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedany income tax is satisfied through withholding.

Tax Returns and Audits. (1) The Company and each of its Subsidiaries have Except as set forth in Exhibit 2.18. (a) timely filed or caused to be Pensare as of the Effective Time will have prepared and filed all federalFederal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) required to be filed by such date relating to any and all Taxes concerning or attributable to the Company Pensare or any of its Subsidiaries, operations and such Returns are true, correct, or will be true and complete in all material respects correct and have been or will completed in accordance with applicable Laws law. (b) Pensare as of the Effective Time: (a) will have paid or accrued a reserve to pay all Taxes it is required to pay or accrue and (b) timely paid or will have withheld (with respect to its employees all federal and timely paid over any withheld amounts to the appropriate Governmental Entity) all state income taxes, FICA, FUTA and other Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiarieswithheld. (2c) Neither Pensare has not been delinquent in the Company payment of any Tax nor any of its Subsidiaries has is there any Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its SubsidiariesPensare, nor has the Company or any of its Subsidiaries Pensare executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3d) No audit or other examination of any Return of the Company or any of its Subsidiaries Pensare is presently in progress, nor has the Company or any of its Subsidiaries Pensare been notified in writing of any request for such an audit or other examination. (4e) No adjustment relating Pensare does not have any liabilities for unpaid Federal, state, local or foreign Taxes which have not been accrued or reserved against on the Pensare Financials, whether asserted or unasserted, contingent or otherwise, and Pensare has no knowledge of or, any basis for the assertion of any such liability attributable to any Return filed by the Company Pensare, its assets or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidoperations. (5f) Each Pensare has provided to Omnitek copies of Company all Federal and its Subsidiaries have disclosed state income and all state sales and use Tax Returns filed to date for all periods since the date of Pensare's incorporation. (g) With the exception of the line of credit and any other Liens, as reflected on their federal income Tax Return all positions taken therein that the Pensare Financials, attached hereto as Exhibit 2.17, there are (and as of immediately following the Closing there will be) no liens, pledges, charges, claims, security interests or other encumbrances of any sort (“Liens”) on the assets of Pensare relating to or attributable to Taxes except liens for current taxes not yet delinquent. (h) Pensare has no knowledge of any basis for the assertion of any claims relating or attributable to Taxes which, if adversely determined, would result in any Liens on the assets of Pensare. (i) None of Pensare's assets are treated as “tax-exempt use property” within the meaning of Section 168(h) of the Code. (j) As of the Effective Time, there will not be any contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Pensare that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 2806 or 162 of the Code. (k) Pensare 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 substantial understatement subsection (f) asset (as defined in Section 341(f)(4) of federal income Tax the Code) owned by Pensare. (l) Pensare is not a party to a tax sharing or allocation agreement nor does Pensare owe any amount under any such agreement. (m) Pensare is not, and has not been at any time, a “United States real property holding corporation” within the meaning of Code §6662Section 897(c)(2) of the Code. (6n) The Company Pensare has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or not agreed to by and is not required to make any adjustment pursuant to Section 481 (a) of the Company Code (or any Subsidiary predecessor provision) by reason of any change in any accounting method, and there is no application by Pensare pending with respect to the prior three any taxing authority requesting permission for any changes in any accounting method of Pensare. No taxing agency (3domestic or foreign) taxable years and (ii) written schedules has proposed any adjustment or change in Pensare's method of (A) the taxable years of the Company and each Subsidiary accounting for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedtax purposes.

Tax Returns and Audits. Except as set forth in Schedule 2.15 hereto: (1i) The Company and each of its Subsidiaries have (a) timely filed or caused to be filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes concerning (“Returns”) required to be filed by the Company or attributable its Subsidiaries with any Tax authority prior to the date hereof, except such Returns that are not material to the Company or any of its Subsidiaries, and . All such Returns are true, correct, correct and complete in all material respects respects. The Company and its Subsidiaries have paid all Taxes shown to be due and payable on such Returns. (ii) All Taxes that the Company and its Subsidiaries are required by law to withhold or collect have been duly withheld or collected, and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity proper governmental authorities to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet extent due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2iii) Neither the The Company nor any of and its Subsidiaries has have not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its Subsidiaries, nor has have the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. The Company and its Subsidiaries have complied with all Legal Requirements with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper taxing authorities all amounts required to be so withheld and paid over for all periods. (3iv) No To the knowledge of the Company, no audit or other examination of any Return of the Company or any of and its Subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its Subsidiaries Subsidiary been notified in writing of any request for such an audit or other examination. (4v) No adjustment relating to any Return Returns filed by the Company or any of its Subsidiaries Subsidiary has been proposed in writing, formally or informally, by any Tax authority to the Company or any of its Subsidiaries Subsidiary or any representative thereof that remains unpaidthereof. (5vi) Each of The Company and its Subsidiaries have disclosed no liability for any unpaid Taxes which have not been accrued for or reserved on their federal income Tax Return all positions the Company’s balance sheets included in the Audited Financial Statements or the Unaudited Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company in the ordinary course of business. (vii) The Company has not taken therein any action and does not know of any fact, agreement, plan or other circumstance that could give rise is reasonably likely to prevent the Merger from qualifying as a substantial understatement of federal income Tax reorganization within the meaning of Code §6662Section 368(a) of the Code. (6viii) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years No current shareholder of the Company and each Subsidiary for which the statute of limitations with respect is a foreign person subject to income Taxes has not expired and (B) with respect to income Taxes withholding under Section 1445 of the Code and the regulations promulgated thereunder and the Company and will provide certification to that effect from each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedshareholder to Delcorp at the Closing.

Tax Returns and Audits. (1i) The As of the Effective Time, the Company and each of its the Company Subsidiaries will have (a) prepared and timely filed (or caused to be filed prepared and timely filed) all federalrequired federal Tax Returns and all material, state, local and foreign returnsTax Returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company and the Company Subsidiaries or any of its Subsidiaries, their operations and such Tax Returns are true, correct, shall be true and complete correct in all material respects and have been completed in all material respects in accordance with applicable Laws and law. Notwithstanding the foregoing, no representation is made hereby regarding the size or availability of net operating losses of the Company or the Company Subsidiaries. (bii) timely paid or withheld (and timely paid over any withheld amounts Except to the appropriate Governmental Entityextent the failure to do so would not be material, as of the Effective Time, the Company and each of the Company Subsidiaries (A) will have paid (or caused to be paid) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries Company Subsidiary is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation required to pay material Taxes. Except as set forth in Section 4.09(band will have withheld (or caused to be withheld) with respect to employees of the Disclosure ScheduleCompany and/or the Company Subsidiaries, there are no liens or otherwise, all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld, and (B) will have accrued on the Company Financials, all Taxes attributable to the operations of the Company and the Company Subsidiaries for the periods covered by the Company Financials in accordance with GAAP. The Company and the Company Subsidiaries will not have incurred any material liability for Taxes (for the period from the date of the Company Current Balance Sheet to the Effective Time other than Taxes not yet due and payablein the ordinary course of business; (iii) upon There has been no delinquency in the payment of any material, unaccrued Tax with respect to the Company, any of the assets of the Company Subsidiaries or their operations, nor is there any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries has any material Tax deficiency outstanding, assessed or proposed against with respect to the operations of the Company or any of its the Company Subsidiaries, nor has the Company or any of its the Company Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.Tax relating to the Company or any of the Company Subsidiaries; (3iv) No audit or other examination of any federal Tax Return of or any material state, local or foreign Tax Return relating to Taxes with respect to the Company or any of its Subsidiaries Company Subsidiary is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination.; (4v) No adjustment relating to any Return filed by There are (and there will be immediately following the Effective Time) no Liens on the assets of the Company or any of the Company Subsidiaries relating to or attributable to Taxes other than Liens for Taxes not yet due and payable; (vi) Other than with respect to Parent or its subsidiaries, neither the Company nor any of the Company Subsidiaries has been proposed by is a party to any Tax authority to sharing, Tax indemnification or Tax allocation agreement nor does the Company or any of its the Company Subsidiaries or owe any representative thereof that remains unpaid.amount under any such agreement; (5vii) Each Neither the Company nor any of the Company and its Subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to have disclosed on their federal income Tax Return all positions taken therein that could give rise Section 341(f)(4) of the Code apply to any disposition of a substantial understatement subsection (f) asset (as defined in Section 341(f)(4) of federal income Tax within the meaning of Code §6662.Code) owned by the Company or a Company Subsidiary; (6viii) The Company has delivered or and each of the Company Subsidiaries have made available to Parent (i) complete or its legal counsel, copies of all foreign, federal and state income and all state sales and use Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of Returns for the Company and each Company Subsidiary filed for which all periods since its inception; and (ix) Notwithstanding anything herein to the statute of limitations contrary, no representation or warranty with respect to income Taxes has not expired and (B) with respect is made concerning any Tax liability to income Taxes Parent or any of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required its subsidiaries or any Tax Returns have not yet been filedmatter whatsoever arising out of transactions contemplated by this Agreement.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (aA) prepared and timely filed or caused to be filed all material required U.S. federal, state, provincial, local and foreign non-U.S. returns, estimates, information statements statements, elections, forms and reports ("including any attachments or schedules thereto and amendments thereof) (“Returns"”) relating to any and all Taxes concerning or attributable to the Company Company, its Subsidiaries or any of its Subsidiariestheir respective operations, and such Returns are true, correct, and complete in all material respects are true and correct and have been completed in accordance with applicable Laws Law and (bB) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all material Taxes required to be paid or withheld paid, whether or not shown as to be due on such Returns, and no such Return was prepared in a manner that could subject the Company to any Return. To the Knowledge accuracy-related penalty under Section 6662 of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company Code (or any similar provision of Law). (ii) The Company and each of its Subsidiaries in a jurisdiction where have timely reported, withheld, and remitted to the Company or appropriate taxing authority, as applicable, with respect to its employees, creditors, stockholders, other third parties and any of its Subsidiaries does not file a related Person, all material U.S. federal, state, local, provincial and non-U.S. income Taxes, social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for Act amounts and all other material Taxes (other than Taxes not yet due required to be reported and/or withheld and payable) upon any of the assets of the Company or any of its Subsidiariesremitted. (2iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any material Tax. (3iv) No audit or other examination of any Return 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 received any request for written notice from any taxing authority that it intends to conduct such an audit or other examination. (4v) The Current Balance Sheet includes an accrual in accordance with GAAP for the liabilities of the Company and its Subsidiaries for unpaid Taxes as of the Balance Sheet Date and neither the Company nor any of its Subsidiaries has incurred any liabilities for Taxes since the Balance Sheet Date other than in the ordinary course of business. (vi) There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable or that are being contested in good faith through appropriate proceedings and for which reserves have been established in accordance with GAAP on the Financials. (vii) Neither the Company nor any of its Subsidiaries has (A) ever been a member 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), (B) ever been a party to any Tax sharing, indemnification or allocation Contract, nor does the Company or any of its Subsidiaries owe any amount under any such Contract, (C) any liability for the Taxes of any person (other than the Company and its Subsidiaries), under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law, and including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by Contract, by operation of law or otherwise, or (D) ever been a party to any joint venture, partnership or other arrangement or Contract that could be treated, to the Knowledge of the Company, as a partnership for Tax purposes. (viii) Neither the Company nor any of its Subsidiaries has been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) No material adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed in writing by any Tax authority to the Company or any representative thereof. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or any representative thereof that remains unpaida “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (5xi) Each Neither the Company nor any of Company and its Subsidiaries have disclosed on their federal income has engaged in a “reportable transaction” as set forth in Treasury Regulations Section 1.6011-4(b) or any similar provision of state, local or non-U.S. Law, including any transaction that is the same or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a Tax Return all positions taken therein that could give rise to avoidance transaction and identified by notice, regulation, or other form of published guidance as a substantial understatement of federal income Tax within the meaning of Code §6662listed transaction, as set forth in Treasury Regulations Section 1.6011-4(b)(2). (6xii) The No claim has been made in writing within the last five (5) years by a taxing authority that the Company or any of its Subsidiaries is or may be subject to taxation in a jurisdiction in which it does not file Returns which could be reasonably expected to result in material liability to the Company or any of its Subsidiaries. (xiii) Neither the Company nor any of its Subsidiaries will 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 as a result of any (A) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or under any similar provision of applicable Law) in connection with a transaction consummated prior to the Closing, (B) installment sale or open transaction disposition consummated prior to the Closing or (C) prepaid amount received prior to Closing. (xiv) Neither the Company nor any of its Subsidiaries (A) has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to or is or has been required as a result of any action or position taken by the Company or any Subsidiary of its Subsidiaries at any time during the four (4) year period preceding the Closing to make any material adjustments or changes in accounting method pursuant to Section 481 of the Code or any similar provision of applicable Law and, to the Knowledge of the Company, neither the IRS nor any other taxing authority has proposed in writing any such adjustment or change in accounting method, (B) has an application pending with any taxing authority requesting permission for any changes in accounting methods or (C) has executed or entered into a written closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of applicable Law. (xv) The information provided to Parent and its representatives regarding the date, purchase price, number of shares, and identity of each purchaser with respect to each issuance of stock, convertible securities or other equity interests by the prior three (3) taxable years Company, and (ii) written schedules of (A) the taxable years existing capitalization of the Company immediately preceding such issuance (including the identity of each stockholder, and the number and class or series of shares owned by each stockholder) is accurate in all material respects. (xvi) The Company and each Subsidiary for which of its Subsidiaries are in full compliance with all terms and conditions of, any applicable material Tax exemption, Tax holiday or other similar Tax reduction Contract or order. (xvii) No Company Stockholder holds shares of Company Capital Stock that are non-transferable and subject to a substantial risk of forfeiture within the statute meaning of limitations Section 83 of the Code with respect to income Taxes which a valid election under Section 83(b) of the Code has not expired been made, and (B) no payment to any Company Stockholder of any portion of the Merger Consideration payable pursuant to this Agreement will result in compensation or other income to such Company Stockholder with respect to income Taxes of which Parent, the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which or any Subsidiary of Parent or the Company would be required Tax Returns have not yet been filedto deduct or withhold any taxes.

Tax Returns and Audits. (1i) The Each of the Company and each of its the Company Subsidiaries have (a) has prepared and timely filed or caused to be filed (taking into account all applicable extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, elections, notices, filings, declarations, forms, claims for refund, estimates, information statements statements, reports and reports other documents, including any amendments, schedules, attachments, supplements, appendices and exhibits thereto ("“Tax Returns") ”), with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its and the Company Subsidiaries, and such as applicable. Such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with applicable Laws Applicable Law in all material respects. Schedule 2.16(b)(i) lists all of the jurisdictions in which the Company and each Company Subsidiary is required to file Tax Returns or pay Taxes. (bii) Each of the Company and the Company Subsidiaries has duly and timely paid, or caused to be duly and timely paid, all Taxes that are due and payable by them (whether or not shown or required to be shown on any Tax Return) or made adequate provision for the payment of all material Taxes due and payable by the Company and each of the Company Subsidiaries. (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all Taxes and other amounts required by Applicable Law to be withheld or deducted by it, including Taxes and other amounts required to be deducted or withheld by it in respect of any amount paid or withheld (credited, or deemed to be paid or credited, by it to or for the account or benefit of any Person, including any former or current Employees, officers or directors and any non-resident Person, and has duly and timely paid over any withheld amounts remitted, or will duly and timely remit, as applicable, to the appropriate Governmental Entity) all Authority such Taxes and other amounts required by Applicable Law to be paid remitted by it, for all periods ending on or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor Subsidiary has entered into any of its Subsidiaries has any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or Company Subsidiaries is a beneficiary of any such extension of time that will be outstanding and in effect on the Closing Date. (3v) No audit or other examination of any Tax Return of any of the Company or any of its and the Company Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination. (4vi) There are no liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, except for inchoate Tax liens that attach by operation of law. (vii) None of the Company or any Company Subsidiary is a party to any Tax allocation or sharing agreement (other than with respect to itself and any Company Subsidiaries). None of the Company or any Company Subsidiary is or has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a consolidated, unitary or combined Tax group filing, consolidated or combined Tax Returns (other than, in each case, an affiliated, consolidated, unitary or combined group of which the Company is the common parent) or otherwise has any liability for the Taxes of any Person (other than with respect to itself or any of the Company Subsidiaries). (viii) None of the Company or any Company Subsidiary has been at any time a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) No claim in writing has ever been made by any Governmental Authority in a jurisdiction in which any of the Company or a Company Subsidiary does not file Tax Returns that the Company or a Company Subsidiary, as applicable, is or may be subject to Taxes in such jurisdiction. (x) None of the Company or any Company Subsidiary has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (xi) No Tax rulings have been entered into or issued by any Taxing authority with respect to the Company or any Company Subsidiary that would affect the computation of Tax liability of the Company or a Company Subsidiary, as applicable, for any periods (or portions thereto) beginning on or after the Closing Date, and no request for any such rulings currently is pending with any Governmental Authority. (xii) None of the Company or any Company Subsidiary has agreed to make, or is required to make, any adjustment relating under Section 481(a) of the Code by reason of a change in accounting method or otherwise. (xiii) There is no contract or Company Benefit Plan covering any current or former employee or current or former independent contractor of the Company or any Company Subsidiary that, individually or collectively, could give rise to any Return filed a payment by the Company or any of its Subsidiaries has been proposed Company Subsidiary (or the provision by any Tax authority to the Company or any Company Subsidiary of its Subsidiaries any other benefits such as accelerated vesting) that would not be deductible by the Company or such Company Subsidiary by reason of Code Section 280G or subject to an excise Tax under Code Section 4999. None of the Company or any representative thereof that remains unpaid.Company Subsidiary has any indemnity obligations or any obligation to provide a “gross up” payment for any excise Taxes imposed under Code Section 4999 or for any Taxes of any employee, including Taxes under Code 409A. (5xiv) Each of The Company and its Subsidiaries have each Company Subsidiary has disclosed on their federal income respective Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662. (6xv) None of the Company or Company 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 of the following that occurred or exists prior to the Closing: (A) a “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law); (B) an installment sale or open transaction; (C) a prepaid amount or deferred revenue; or (D) an intercompany item under Treasury Regulations Section 1.1502-13 or an excess loss account under Treasury Regulations Section 1.1502-19. (xvi) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Company Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedtreated as a “C” corporation since its respective formation.

Tax Returns and Audits. (1i) The Company has prepared and each of its Subsidiaries have (a) timely filed or caused to be filed all federal, state, local income and foreign returns, estimates, information statements and reports ("Returns") other material Tax Returns relating to Taxes concerning or attributable to the Company or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid filed by the Company and such Tax Returns are true, complete and accurate in all material respects. The Company is not currently the beneficiary of any extension of time within which to file any income or withheld whether or not shown as due on any other material Tax Return. To the Knowledge of the Company, no No written claim has ever been asserted in writing made by any Governmental Entity to the Company or any of its Subsidiaries a Tax Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation Tax by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxesjurisdiction. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material All Taxes (other than Taxes not yet due and payableowing by the Company (whether or not shown on any Tax Return) upon have been timely paid. (ii) The Company has withheld and paid all Taxes required to be withheld and paid in connection with amounts paid or owing to any of the assets employee, independent contractor, creditor, stockholders of the Company or any of its Subsidiariesother Person. (2iii) Neither the The Company nor has not executed or agreed to any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any outstanding waiver of any statute of limitations on in respect of any Tax or extending outstanding extension of the period for the assessment or collection of any Tax, nor has any request been made in writing for any such waiver or extension. (3iv) No audit deficiencies for Taxes with respect to the Company have been claimed, proposed or assessed in writing by any Tax Authority. There are no pending or threatened (in writing) audits, assessments or other examination actions for or relating to any liability in respect of Taxes of the Company. There are no matters under discussion with any Return Tax Authority, or known to the Company, with respect to Taxes that are likely to result in material additional liability for Taxes with respect to the Company. No issues relating to Taxes of the Company were raised by the relevant Tax Authority in any completed audit or examination that would reasonably be expected to result in a material amount of Taxes in a later taxable period. (v) The Company does not have any liabilities for unpaid Taxes which have not been accrued or reserved on the Company Balance Sheet (rather than in any notes thereto), except as set forth on Section 1.9(a)(v) of its Subsidiaries the Disclosure Letter, and the Company has not incurred any liability for Taxes since the Balance Sheet Date other than in the ordinary course of business consistent with past practice or in connection with the transactions contemplated by this Agreement. (vi) There are no Liens on the assets of the Company relating to or attributable to Taxes other than Permitted Liens. (vii) The Company is presently in progressnot, nor has the Company it been engaged in a trade or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. business, had a permanent establishment (4) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662an applicable Tax treaty), or otherwise become subject to Tax jurisdiction in a country other than the country of its formation. (6viii) The Company (A) has never been party to or bound by any Tax sharing, Tax indemnification or Tax allocation agreement (other than a commercial agreement that is entered into in the ordinary course of business and the principal purpose of which is not the sharing or allocation of Taxes), or (C) has no liability for the Taxes of any Person (other than the Company) as a transferee or successor, by contract or otherwise. (ix) The Company is not a partner for Tax purposes with respect to any joint venture, partnership or other arrangement which is treated as a partnership for Tax purposes. (x) The Company has delivered or made available to Parent (i) Buyer complete and accurate copies of all Tax ReturnsReturns of the Company and any predecessor of the Company to the extent already filed for all taxable years remaining open under the applicable statute of limitations, and complete and accurate copies of all audit or examination reports and statements or of deficiencies assessed against or agreed to by the Company since December 31, 2008. (xi) The Company has never been a United States real property holding corporation within the meaning of Section 897(c)(2) of the United States Internal Revenue Code of 1986 (the “Code”), during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (xii) The Company does not hold assets that constitute United States property within the meaning of Section 956 of the Code. (xiii) The Company is not a “passive foreign investment company” within the meaning of Section 1297 of the Code. (xiv) The Company was not a “controlled foreign corporation” within the meaning of Section 957 of the Code at any point during the applicable Company’s taxable year through the date immediately prior to the Closing Date. (xv) The Company has not been engaged in a trade or business, had a permanent establishment (within the meaning of an applicable Tax treaty with the United States), or otherwise become subject to Tax in the United States. (xvi) The Company (or any Subsidiary with respect to of its predecessors) (i) has never been a “surrogate foreign corporation” within the prior three (3meaning of Section 7874(a)(2)(B) taxable years of the Code or is treated as a United States corporation under Section 7874(b) of the Code; and (ii) written schedules was not created or organized in the United States such that it would be taxable in the United States as a domestic entity pursuant to the dual charter provision of United States Treasury Regulation Section 301.7701-5(a). (Axvii) The Company has never participated (and is not participating) in an international boycott within the taxable years meaning of Section 999 of the Code. (xviii) Except as set forth in Section 1.9(a)(xviii) of the Disclosure Letter, the Company has never filed an entity classification election under United States Treasury Regulation section 301.7701. (xix) Notwithstanding any provision of this Agreement to the contrary, the representations set forth in this Section 1.9 and each Subsidiary for which Section 1.14 are the statute of limitations sole representations made by the Sellers with respect to Taxes. (xx) The Company will not be required to include any item of income Taxes has not expired and in, or exclude any item of deduction from, taxable income for any period (Bor any portion thereof) ending after the Closing Date as a result of any acquisitions, divestures or other transactions completed prior to Closing, any accounting method change or agreement with respect any Tax Authority filed or made prior to income Taxes of Closing or any prepaid amount received prior to the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedClosing.

Tax Returns and Audits. (1i) The Company has (A) prepared and each of timely filed all required Returns relating to any and all Taxes for the Company and its Subsidiaries have (a) timely filed or caused to be filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes concerning or attributable to the Company or any of its Subsidiariestheir operations, and such Returns are true, correct, correct and complete in all material respects and have been completed in substantial accordance with applicable Laws Law and (bB) timely paid all Taxes required to be paid, whether or not shown to be due on such Returns. The Company has made available to Parent copies of all income, franchise and other material Returns for the Company and its Subsidiaries filed for all periods for which the applicable statute of limitations has not expired. (ii) The Company and its Subsidiaries have registered with all appropriate Tax authorities and has reported, withheld (and remitted, as applicable, with respect to their Employees, shareholders and other third parties and from any other Person, all U.S. federal, state, local, provincial and non-U.S. income Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Taxes required to be reported, withheld and remitted, as applicable, and has timely paid over any such withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariesauthorities. (2iii) Neither the The Company nor any of and its Subsidiaries has have not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or or, to the Company’s Knowledge, proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries or executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company or any of its Subsidiaries relating or attributable to Taxes, other than Permitted Liens and Liens for Taxes not yet due and payable. (3iv) No Neither the Company nor any of its Subsidiaries has been notified in writing of any audit or other examination of any Return 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 or other examination. (4) Subsidiaries. No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof of their representatives. No Claim has ever been made that remains unpaidthe Company or any of its Subsidiaries is or may be subject to taxation by a jurisdiction in which it does not file a Return. (5v) Each of The Company and its Subsidiaries do 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. The Company has identified all uncertain tax positions contained in all Returns filed by the Company and its Subsidiaries and has established adequate reserves and made any appropriate disclosures in the Financial Statements in accordance with the requirements of Financial Interpretation No. 48 of FASB Statement No. 109. (vi) No assets of the Company or any of its Subsidiaries are treated as “tax-exempt use property,” within the meaning of Section 168(h) of the Code. (vii) The Company has not (A) ever been a member of an Affiliated Group (other than an Affiliated Group of which the Company is the common parent), (B) ever been a party to any Tax sharing, indemnification or allocation agreement or arrangement, nor does the Company owe any amount pursuant to such an agreement or arrangement, (C) any liability for the Taxes of any Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. Law, and including any arrangement for group or consortium relief or similar arrangement) other than any member of an Affiliated Group of which the Company is the common parent, as a transferee or successor, by Contract, by operation of Law or otherwise and (D) ever been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes. (viii) Neither the Company nor any of its Subsidiaries have been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries have 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. (x) Neither the Company nor any of its Subsidiaries are engaged in a “reportable transaction” as set forth in Treasury Regulation Section 1.6011-4, or any similar transaction under any provision of applicable Law. (xi) The Company is and has at all times been resident for Tax purposes in its country of incorporation or formation, and is not and has not been treated as resident in any other country for any Tax purpose (including any arrangement for the avoidance of double taxation). The Company is not subject to Tax in any country other than its country of incorporation or formation by virtue of having a branch, permanent establishment, place of business in that country. The Company is not liable for any Tax as the agent of any other Person, business or enterprise or constitutes a permanent establishment or other place of business of any other Person, business or enterprise for any Tax purpose. No claim has ever been made by an authority in a jurisdiction where the Company does not file Returns that it is or may be subject to taxation by that jurisdiction. (xii) Neither the Company nor any of its Subsidiaries will 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 as a result of (A) any change in method of accounting made prior to the Closing, (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 (B) and (C), under any similar provision of applicable Law), (D) installment sale or open transaction disposition consummated prior to the Closing, or (E) prepaid amount received prior to the Closing. (xiii) The Company (A) has not agreed to and is not required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of and has no Knowledge or received any notice that the IRS or any other taxing authority has proposed any such adjustment or change in accounting method, or has an application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company and (B) has not executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or non-U.S. Law with respect to the Company. (xiv) The tax basis of the Company in its assets for purposes of determining its future amortization, depreciation and other income Tax deductions is accurately reflected on its Tax books and records. (xv) The Company has made available to Parent all documentation relating to, and the Company and each of its Subsidiaries are in full compliance with all terms and conditions of, any Tax exemption, Tax holiday or other Tax reduction agreement or order with respect to the Company or any of its Subsidiaries as applicable (each a “Tax Incentive”). (xvi) The Company and its Subsidiaries are in substantial compliance with all applicable transfer pricing Laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. (xvii) The Company has in its possession official foreign receipts for any Taxes paid to it by any foreign Tax authorities for which receipts were provided. (xviii) The Company has disclosed on their its federal income Tax Return Returns all positions taken therein that which could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662Section 6662 of the Code. (6xix) The Company has delivered or made available to Parent (i) complete copies To the Company’s Knowledge, no shareholder of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary holds shares of Company Capital Stock that are non-transferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code and, to the Company’s Knowledge, with respect to the prior three (3which a valid election under Section 83(b) taxable years and (ii) written schedules of (A) the taxable years of the Code has not been made, and no payment to any Company and each Subsidiary for which Shareholder of any portion of the statute of limitations Merger Consideration payable pursuant to this Agreement will result in compensation or other income to such Company Shareholder with respect to income Taxes has not expired and (B) with respect to income Taxes of which Parent or the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which would be required Tax Returns have not yet been filedto deduct or withhold any Taxes.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (a) has timely filed or caused to be timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating Returns required to Taxes concerning be filed by or attributable with respect to the Company or any of its Subsidiariesit, and all such Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with all applicable Laws Legal Requirements, and (b) timely paid or withheld (has fully and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required paid, caused to be paid or withheld accrued in the Company Financials all Taxes due and payable or claimed or asserted by any Governmental Entity to be due, from or with respect to it (whether or not shown as due such Taxes have been reflected on any Return). There are no Liens for Taxes upon any of the assets or properties of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. To the Knowledge of the Company, no claim power of attorney with respect to any Taxes has ever been asserted in writing by executed or filed with any Governmental Entity to by or on behalf of the Company or any of its Subsidiaries that is currently in a jurisdiction where effect. (ii) All Taxes that the Company or any and each of its Subsidiaries does not file a Tax Return that has been required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid over to the appropriate Governmental Entity in compliance with all applicable Legal Requirements, and the Company or any and each of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bcomplied with all information reporting and backup withholding requirements under all applicable Legal Requirements. (iii) To the Knowledge of the Disclosure ScheduleCompany, there are no liens for material outstanding audits, claims or deficiencies pending or being conducted with respect to Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received from any Governmental Entity any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters or (iii) notice of deficiency or proposed adjustment for any amount of Tax, proposed, asserted or assessed by any Governmental Entity against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax and no request for any such extension or waiver is currently pending. (3iv) No audit Neither the Company nor any of its Subsidiaries has any liabilities for unpaid Taxes which have not been accrued or reserved on the Company Financials, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (v) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under such an agreement, (c) any liability for the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law including any arrangement for group or consortium Tax relief or similar arrangement), as a transferee or successor, by contract or agreement, or otherwise, or (d) ever been a party to any joint venture, partnership or other examination arrangement that could be treated as a partnership for Tax purposes. (vi) Neither the Company nor any of its Subsidiaries has entered into a transaction that is being accounted for under the installment method of Section 453 of the Code or similar provision of state, local or foreign law. Neither the Company nor any of its Subsidiaries has engaged in any “intercompany transaction” in respect of which gain was and continues to be deferred pursuant to Section 1.1502-13 of the Treasury Regulations issued under the Code or any predecessor or successor thereof or analogous or similar provision of law, and the Company does not have an “excess loss account” as described in Treasury Regulation Section 1.1502-19 (or any predecessor or successor thereof of analogous or similar provision of law) with respect to the stock of any Return of its Subsidiaries. There is no taxable income of either the Company or any of its Subsidiaries that will be reportable in the Tax period beginning after the Closing Date that is attributable to a transaction or event that occurred prior to the Closing. (vii) Neither the Company nor any of its Subsidiaries currently does any business in or derives any income from any jurisdiction other than jurisdictions for which Returns have been duly filed, and no claim has ever been made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Returns that the Company or any of its Subsidiaries is presently or may be subject to taxation by that jurisdiction. (viii) Neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in progressa distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (ix) Neither the Company nor any of its Subsidiaries has engaged in or has any commitment to engage in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (x) Neither the Company nor any of its Subsidiaries has made any payment or payments or is obligated to make any payment or payments, nor is the Company or any of its Subsidiaries a party to (or participating employer in) any agreement or Employee Benefit Plan that (A) could obligate it or its successors (including Parent) or affiliates to make any payment or payments that (1) constitute or could constitute a “parachute payment,” as defined in Section 280G of the Code (or any comparable provisions of foreign, state or local law) or (2) will or could otherwise not be deductible under Section 162 or 404 of the Code (or any comparable provisions of foreign, state or local law). There is no agreement, plan, arrangement or other contract by which the Company or any of its Subsidiaries (or any of their successors or affiliates) is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code. (xi) Neither the Company nor any of its Subsidiaries is subject to any private letter ruling or prefiling agreement of the IRS or any comparable ruling of any other Governmental Entity, nor has the Company or any of its Subsidiaries been notified in writing of requested any request for such an audit or other examinationruling. (4xii) No adjustment relating There has been no ownership change, as defined in Section 382(g) of the Code (or comparable provision of foreign, state or local law), with respect to the Company during or after any Return filed by Tax period in which the Company incurred a net operating loss which is reflected in the most recent Company Financials. None of the net operating losses or other Tax attributes of the Company or any of its Subsidiaries which are reflected in the most recent Company Financials is or has been proposed by subject to the “separate return limitation years” provisions described in Treasury Regulations under Section 1502 of the Code (or any Tax authority comparable provision of foreign, state or local law). (xiii) The Company and each of its Subsidiaries has retained tax exemption certificates or other proof of tax exemption with respect to all sales for which the Company or any of its Subsidiaries did not report, collect, remit, or any representative thereof that remains unpaidpay sales, use, or similar state or local transfer taxes. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have has (a) prepared and timely filed or caused to be filed (taking into account any valid extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports reports, including any amendments or attachments thereto ("“Tax Returns"”) relating to any and all Taxes concerning or attributable to the Company or any of its Subsidiariesoperations, and such Tax Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with applicable Laws and (b) timely paid all material Taxes it is required to pay (whether or not shown on a Tax Return). (ii) The Company has paid or withheld (with respect to its Employees, stockholders and timely paid over any withheld other third parties, all U.S. federal, state and non-U.S. income Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts to the appropriate Governmental Entity) all and other Taxes required to be paid or withheld whether or not shown as due on withheld, and has timely paid over any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity such Taxes over to the Company appropriate authorities, and will pay or withhold (and pay over) such Taxes that are required to be paid or withheld with respect to any of its Subsidiaries in a jurisdiction where transaction or event occurring or payment made to such payees up to and including the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its SubsidiariesClosing Date. (2iii) Neither The Company is not delinquent in the Company payment of any Tax which is still due and owing, nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its SubsidiariesCompany, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Tax Return 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 or other examination. (4) . No claim has ever been made by any Tax authority that the Company is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns. No adjustment relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority. The Company is not a party to or bound by any closing or other agreement or ruling with any Governmental Entity with respect to Taxes. There are no matters relating to Taxes under discussion between any taxing authority to and the Company or any of its Subsidiaries or any representative thereof that remains unpaidCompany. (v) As of the Balance Sheet Date, the Company does 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 material liability for Taxes since the Balance Sheet Date other than Taxes incurred in the ordinary course of business. (vi) The Company has made available to Parent copies of all material Tax Returns for the Company for the fiscal year 2008 and thereafter. (vii) There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company relating or attributable to Taxes other than Liens. (viii) The Company has not been, within the last five (5) Each years, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) 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. (x) The Company has not engaged in a reportable transaction under Treasury Regulation Section 1.6011-4(b), including a transaction that is the same or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a Tax avoidance transaction and its Subsidiaries have identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treasury Regulation Section 1.6011-4(b)(2). The Company has disclosed on their its U.S. federal income Tax Return Returns all positions taken therein that which could give rise to a substantial understatement Understatement of federal income Tax within the meaning of Code §6662Section 6662 of the Code. (6xi) The Company has delivered (a) never been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (b) never been a party to any Tax sharing, indemnification or made available to Parent (i) complete copies of all Tax Returnsallocation agreement, examination reports and statements or deficiencies assessed against or agreed to by nor does the Company owe any amount under any such agreement, (c) no liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any Subsidiary with respect similar provision of state, local or non-U.S. law), as a transferee or successor, by operation of law, by contract, or otherwise, and (d) never been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (xii) The Company will not be required to include any income or gain or exclude any deduction or loss from Taxable income for any Tax period or portion thereof after the Closing as a result of any (a) change in method of accounting under Section 481 of the Code for any Tax period or portion thereof ending on or prior to the Closing, (b) closing agreement under Section 7121 of the Code executed prior three to the Closing, (3c) taxable years deferred inter-company 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 (iic), under any similar provision of applicable law), (d) written schedules installment sale or open transaction disposition consummated prior to the Closing, or (e) prepaid amount received prior to the Closing. (xiii) The Company uses the accrual method of accounting for income Tax purposes. (Axiv) The Company is in material compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”), and the taxable years consummation of the Company transactions contemplated by this Agreement will not have any adverse effect on the continued validity and each Subsidiary for which the statute effectiveness of limitations with respect to income Taxes has not expired and any such Tax Incentive. (Bxv) with respect to income Taxes Except as set forth in Section 2.11(xv) of the Disclosure Schedule, the Company is not subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business in such other country. (xvi) The Company is in compliance in all material respects with all applicable transfer pricing laws and each Subsidiaryregulations, those years including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company. The prices for which examinations have been completedany property or services (or for the use of any property) provided by or to the Company are arm’s length prices for purposes of the relevant transfer pricing laws, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedincluding Treasury Regulations promulgated under Section 482 of the Code.

Tax Returns and Audits. (1i) The Except as set forth on Section 4.15(b)(i)of the Company Schedule, the Company and each of its Subsidiaries subsidiaries have (a) prepared and timely filed or caused to be filed all material federal, state, local and foreign returns, estimates, forms, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company and each of its subsidiaries or any of its Subsidiaries, and such their operations with any Tax authority. Such Returns are true, correct, true and complete accurate in all material respects and have been completed in accordance with applicable Laws law. Company and (b) each of its subsidiaries have timely paid all material Taxes required to be paid whether or not shown to be due on such Returns. (ii) Company and each of its subsidiaries have withheld with respect to their employees and other third parties (and timely paid over any withheld amounts to the appropriate Governmental EntityTax authority) all material U.S. federal and state and non-U.S. income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be paid or withheld whether or not shown withheld. (iii) Neither Company nor any of its subsidiaries has any liabilities for unpaid Taxes as due on any Return. To the Knowledge of the CompanyMost Recent Fiscal Period End which have not been accrued or reserved on the most recent financial statements, whether asserted or unasserted, contingent or otherwise, and the Company has not incurred any liability for Taxes since the Most Recent Fiscal Period End other than in the Ordinary Course of Business. (iv) There is no claim has ever been asserted in writing by any Governmental Entity to the written Tax deficiency outstanding, proposed or assessed against Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxessubsidiaries. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the extension of any period for the assessment or collection of any Tax. (3v) No audit or other examination of any Return of the Company or any of its Subsidiaries subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries subsidiaries been notified in writing of any request for such an audit or other examination. (4) . No adjustment relating to any Return filed by the Company or any of its Subsidiaries subsidiaries has been proposed by any Tax authority. No written claim has ever been made by an authority in a jurisdiction where neither the Company nor any of its subsidiaries files Returns that the Company or any of its subsidiaries is or may be subject to Tax by that jurisdiction. (vi) The Company and each of its subsidiaries has made available to Parent or its accountant copies of all Returns for the Company and each of its subsidiaries filed for all periods ending on or after December 31, 2004. (vii) 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 relating or attributable to Taxes (collectively, “Tax Liens”) on any of the assets of Company or any of its subsidiaries, other than customary liens for current Taxes not yet due and payable or liens for Taxes that are being contested in good faith and for which adequate reserves have been made on the Company’s most recent financial statement. (viii) The Company 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. (ix) [intentionally omitted] (x) Except as set forth on Section 4.15(b)(x) of the Company Schedule, neither the Company nor any of its subsidiaries has (a) ever been a member 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 Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company owe any amount under any such agreement (c) any liability for the Taxes of any person (other than Company or any of its subsidiaries) under Treas. Reg. §1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, by operation of law or otherwise and (d) ever been a party to any joint venture, partnership or other agreement that to the Company’s Knowledge or the knowledge of the Company’s employees who are responsible for Tax matters could be treated as a partnership for Tax purposes. (xi) None of Company’s or its subsidiaries’ assets are tax exempt use property within the meaning of Section 168(h) of the Code. (xii) Neither 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. (xiii) Neither Company nor any of its subsidiaries has engaged in a reportable transaction under Treas. Reg. § 1.6011-4(b), including any 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). (xiv) Neither the Company nor any of its subsidiaries will be required to include any income or gain or exclude any deduction or loss from Taxable income after the Closing Date attributable to transactions occurring prior to the Closing Date as a result of any (A) change in method of accounting under Section 481 of the Code, (B) closing agreement under Section 7121 of the Code, (C) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or in the case of each of (A), (B) and (C), under any similar provision of applicable law), (D) installment sale or open transaction disposition or (E) prepaid amount. (xv) Section 4.15(b)(xv) of the Company Schedule sets forth the following information with respect to the Company and each of its subsidiaries: (A) its basis in its assets, (B) the amount of any net operating loss, net capital loss, unused investment, foreign, or other Tax credit and the amount of any limitation upon any of the foregoing, and (C) the amount of any deferred gain or loss allocable to it arising out of any deferred intercompany transaction as defined in Treas. Reg. § 1.1502-13 or any similar provision of applicable law. (xvi) The Company and each of its subsidiaries are in compliance with all material terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement or order of a territorial or foreign government (“Tax Incentive”), and the consummation of the Merger will not have any adverse effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order. (xvii) Neither the Company nor any of its subsidiaries is subject to Tax in any jurisdiction other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business or by virtue of having a source of income in that jurisdiction. (xviii) The Company and each of its subsidiaries is in compliance in all respects with all applicable transfer pricing laws and regulations, including the maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its subsidiaries. The prices for any property or services (or for the use of any property) provided by or to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years been arm’s length prices for purposes of the Company and each Subsidiary for which relevant transfer pricing laws, including the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes Treasury Regulations promulgated under Section 482 of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedCode.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (aA) prepared and timely filed or caused to be filed all required U.S. federal, state, provincial, local and foreign non-U.S. returns, estimates, information statements statements, elections, forms and reports ("including any attachments or schedules thereto and amendments thereof) (“Returns"”) relating to any and all Taxes concerning or attributable to the Company Company, its Subsidiaries or any of its Subsidiariestheir respective operations, and such Returns are true, correct, and complete in all material respects are true and correct and have been completed in accordance with applicable Laws Law and (bB) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all material Taxes required to be paid or withheld paid, whether or not shown as to be due on such Returns, and no such Return was prepared in a manner that could subject the Company to any Return. To the Knowledge accuracy-related penalty under Section 6662 of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company Code (or any similar provision of Law). (ii) The Company and each of its Subsidiaries in a jurisdiction where have timely reported, withheld, and remitted to the Company or appropriate taxing authority, as applicable, with respect to its employees, creditors, stockholders, other third parties and any of its Subsidiaries does not file a related Person, all U.S. federal, state, local, provincial and non-U.S. income Taxes, social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Return that the Company or any of its Subsidiaries is or may Act amounts and all other Taxes required to be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due reported and/or withheld and payable) upon any of the assets of the Company or any of its Subsidiariesremitted. (2iii) Neither the Company nor any of its Subsidiaries has have been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Return 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 received any request for written notice from any taxing authority that it intends to conduct such an audit or other examination. (4v) As of the Balance Sheet Date, neither the Company nor any of its Subsidiaries had any liabilities for unpaid Taxes which had not been accrued or reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its Subsidiaries has incurred any liabilities for Taxes since the Balance Sheet Date other than in the ordinary course of business. (vi) The Company has provided to Parent, copies of all income, franchise, sales and use, property and other material Returns for the Company and each of its Subsidiaries filed for all periods with respect to which the applicable 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 or any of its Subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable. To the Knowledge of the Company, there is no 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 or any of its Subsidiaries. (viii) Neither the Company nor any of its Subsidiaries has (A) ever been a member 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), (B) ever been a party to any Tax sharing, indemnification or allocation Contract, nor does the Company or any of its Subsidiaries owe any amount under any such Contract, (C) any liability for the Taxes of any person, under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law, and including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by Contract, by operation of law, or otherwise or (D) ever been a party to any joint venture, partnership or other arrangement or Contract that could be treated, to the Knowledge of the Company, as a partnership for Tax purposes. (ix) Neither the Company nor any of its Subsidiaries has been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (x) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any representative thereof. (xi) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or any representative thereof that remains unpaida “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (5xii) Each Neither the Company nor any of Company and its Subsidiaries have disclosed on their federal income has engaged in a “reportable transaction” as set forth in Treasury Regulations Section 1.6011-4(b) or any similar provision of state, local or non-U.S. Law, including any transaction that is the same or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a Tax Return all positions taken therein that could give rise to avoidance transaction and identified by notice, regulation, or other form of published guidance as a substantial understatement of federal income Tax within the meaning of Code §6662listed transaction, as set forth in Treasury Regulations Section 1.6011-4(b)(2). (6xiii) Neither the Company nor any of its Subsidiaries is subject to Tax in any jurisdiction other than its country of incorporation or formation by virtue of having a branch, permanent establishment or other place of business or source of income in that country. No claim has ever been made by a taxing authority that the Company or any of its Subsidiaries is or may be subject to taxation in a jurisdiction in which it does not file Returns. (xiv) Neither the Company nor any of its Subsidiaries will 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 as a result of any (A) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or under any similar provision of applicable Law) in connection with a transaction consummated prior to the Closing, (B) installment sale or open transaction disposition consummated prior to the Closing or (C) prepaid amount received prior to the Closing. (xv) Neither the Company nor any of its Subsidiaries (A) has agreed to or is required to make any material adjustments or changes in accounting method pursuant to Section 481 of the Code or any similar provision of applicable Law and to the Knowledge of the Company, neither the IRS nor any other taxing authority has proposed any such adjustment or change in accounting method, (B) has an application pending with any taxing authority requesting permission for any changes in accounting methods or (C) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of applicable Law. (xvi) The Company has delivered or made available provided to Parent all documentation relating to, and the Company and each of its Subsidiaries are in full compliance with all terms and conditions of, any applicable Tax exemption, Tax holiday or other Tax reduction Contract or order (i“Tax Incentive”). The consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive. (xvii) complete copies The Company and each of its Subsidiaries have in their respective possession official foreign receipts for any Taxes paid to it by any foreign taxing authorities. (xviii) The Company and each of its Subsidiaries are in compliance in all Tax Returnsmaterial respect with all applicable transfer pricing laws and regulations, examination reports including the execution and statements maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. The prices for any property or deficiencies assessed against services (or agreed for the use of any property) provided by or to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years its Subsidiaries are arm’s length prices for purposes of all applicable transfer pricing laws, including Treasury Regulations promulgated under Section 482 of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedCode.

Tax Returns and Audits. (1i) The Company As of the Closing Dates, SMI and each of its Subsidiaries Subsidiary will have (a) prepared and timely filed or caused to be filed all required material federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company SMI, such Subsidiary or any of its Subsidiariestheir respective operations, and such Returns are true, correct, true and complete in all material respects correct and have been completed in accordance with applicable Laws law. (ii) As of the Closing Dates, SMI and each Subsidiary (bA) will have timely paid or all Taxes it is then required to pay and will have withheld with respect to its employees all federal and state income taxes, Federal Insurance Contribution Act (“FICA”), Federal Unemployment Tax Act (“FUTA”) and timely paid over any withheld amounts to the appropriate Governmental Entity) all other Taxes required to be paid withheld, except for amounts that are not material in the aggregate, and (B) will have accrued on the Current Balance Sheet all Taxes attributable to the periods preceding the Current Balance Sheet, whether asserted or withheld whether unasserted, contingent or otherwise, and will not shown as due on have incurred any Return. To liability for Taxes for the Knowledge period commencing after the date of the Company, no claim has ever been asserted in writing by any Governmental Entity Current Balance Sheet and ending immediately prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure ScheduleClosing Dates, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any in the ordinary course of the assets of the Company or any of its Subsidiariesbusiness. (2iii) Neither the Company SMI nor any Subsidiary is delinquent in the payment of its Subsidiaries has any material Tax, nor is there any Tax deficiency outstanding, assessed or to the Knowledge of SMI proposed against the Company SMI or any of its SubsidiariesSubsidiary, nor has the Company SMI or any of its Subsidiaries Subsidiary executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Return of the Company SMI or any of its Subsidiaries Subsidiary is presently in progress, nor has the Company SMI or any of its Subsidiaries Subsidiary been notified in writing of any request for such an audit or other examination. (4v) SMI has made available to Feiya, or its legal counsel, copies of all foreign, federal, state and local income and all state and local sales and use Returns for SMI and each Subsidiary filed for all periods since its inception. (vi) To the Knowledge of SMI, there are, and immediately following the Closing Dates 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 SMI or any Subsidiary relating to or attributable to Taxes other than Liens for Taxes not yet due and payable. (vii) Neither SMI nor any Subsidiary has Knowledge of assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any Lien on the assets of SMI. (viii) None of SMI’s or any Subsidiary’s assets is treated as “tax-exempt use property,” within the meaning of Section 168(h) of the Code. (ix) Neither SMI nor any Subsidiary has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(4) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by SMI. (x) Neither SMI nor any Subsidiary is a party to any tax sharing, indemnification or allocation agreement nor does SMI or any Subsidiary owe any amount under any such agreement. (xi) Neither SMI nor any Subsidiary is, and neither has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (xii) No adjustment relating to any Return filed by the Company SMI or any of its Subsidiaries Subsidiary has been proposed in writing by any Tax tax authority to the Company or SMI, any of its Subsidiaries Subsidiary or any representative thereof that remains unpaidthereof. (5xiii) Each Neither SMI nor any Subsidiary has (a) ever been a member of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax an affiliated group (within the meaning of Code §6662Section 1504(a)) filing a consolidated federal income Tax Return (other than a group including Crane following the Effective Time), (b) any liability for the Taxes of any person (other than SMI or any Subsidiary) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise or (c) ever been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (6xiv) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or Neither SMI nor any Subsidiary with respect has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the prior three date of this Agreement or (3y) taxable years and in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (iiwithin the meaning of Section 355(e) written schedules of (A) the taxable years of the Company and each Subsidiary for which Code) in conjunction with the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedMerger.

Tax Returns and Audits. (1i) The Each of the Company and each of its the Company Subsidiaries have (a) has prepared and timely filed or caused to be filed (taking into account all applicable extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, elections, notices, filings, declarations, forms, claims for refund, estimates, information statements statements, reports and reports other documents, including any amendments, schedules, attachments, supplements, appendices and exhibits thereto ("Returns") “Tax Returns ”), with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its and the Company Subsidiaries, and such as applicable. Such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with Applicable Law in all material respects. Company Disclosure Schedule 3.16(b)(i) lists all of the jurisdictions in which the Company and each Company Subsidiary is required to file Tax Returns or pay Taxes. (ii) Each of the Company and the Company Subsidiaries has duly and timely (taking into account all applicable Laws extensions) paid, or caused to be duly and timely paid, all Taxes that are due and payable by them (bwhether or not shown or required to be shown on any Tax Return). (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all material Taxes and other amounts required by Applicable Law to be withheld or deducted by it, including Taxes and other amounts required to be deducted or withheld by it in respect of any amount paid or withheld (credited, or deemed to be paid or credited, by it to or for the account or benefit of any person, including any former or current Employees, officers or directors and any non-resident person, and has duly and timely paid over any withheld amounts remitted, or will duly and timely remit, as applicable, to the appropriate Governmental Entity) all Authority such Taxes and other amounts required by Applicable Law to be paid remitted by it, for all periods ending on or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor Subsidiary has entered into any of its Subsidiaries has any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or Company Subsidiaries is a beneficiary of any such extension of time that will be outstanding and in effect on the Closing Date. (3v) No audit or other examination of any Tax Return of any of the Company or any of its and the Company Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination. (4vi) There are no liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, except for inchoate Tax liens that attach by operation of law or for Taxes that are being contested in good faith and for which proper reserves have been established and reflected on the Company Financial Statements. (vii) None of the Company or any Company Subsidiary is a party to any Tax allocation or sharing agreement (other than with respect to itself and any Company Subsidiaries). None of the Company or any Company Subsidiary is or has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a consolidated, unitary or combined Tax group filing, consolidated or combined Tax Returns (other than, in each case, an affiliated, consolidated, unitary or combined group of which the Company is the common parent) or otherwise has any liability for the Taxes of any Person (other than with respect to itself or any of the Company Subsidiaries) except pursuant to commercial transactions entered into in the Ordinary Course of Business the principal purpose of which is not Tax-sharing. (viii) No claim in writing has ever been made by any Governmental Authority in a jurisdiction in which any of the Company or a Company Subsidiary does not file Tax Returns that the Company or a Company Subsidiary, as applicable, is or may be subject to Taxes in such jurisdiction. (ix) None of the Company or any Company Subsidiary has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (x) No Tax rulings have been entered into or issued by any Taxing authority with respect to the Company or any Company Subsidiary that would affect the computation of Tax liability of the Company or a Company Subsidiary, as applicable, for any periods (or portions thereto) beginning on or after the Closing Date, and no request for any such rulings currently is pending with any Governmental Authority. (xi) None of the Company or any Company Subsidiary has agreed to make, or is required to make, any adjustment relating under Section 481(a) of the Code by reason of a change in accounting method or otherwise. (xii) There is no contract or Company Benefit Plan covering any current or former employee or current or former independent contractor of the Company or any Company Subsidiary that, individually or collectively, could give rise to any Return filed a payment by the Company or any of its Subsidiaries has been proposed Company Subsidiary (or the provision by any Tax authority to the Company or any Company Subsidiary of its Subsidiaries any other benefits such as accelerated vesting) that would not be deductible by the Company or such Company Subsidiary. None of the Company or any representative thereof that remains unpaid.Company Subsidiary has any indemnity obligations for any excise Taxes imposed under Code Section 4999 or for any Taxes of any employee, including Taxes under Code 409A. (5xiii) Each of The Company and its Subsidiaries have each Company Subsidiary has disclosed on their federal income respective Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662. (6xiv) The Company has delivered or made available not had more than 100 shareholders, has been a “small business corporation” within the meaning of Section 1361(b) of the Code, and has had in effect a valid election to Parent be an “S corporation” under Section 1362(a) of the Code (i) complete copies and has validly been treated in a similar manner for purposes of the applicable Laws of all Tax Returnsstate and local jurisdictions in which it has been subject to taxation where such treatment is legally available), examination reports in each case, at all times since on or about October 5, 2006; the Bank has been treated as a result of a valid applicable election as a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code (and statements has been or deficiencies assessed against will be validly treated in a similar manner for purposes of the applicable Laws of all state and local jurisdictions in which it has been subject to taxation where such treatment is legally available) at all times since on or agreed about January 23, 2007; each OREO Subsidiary has been treated for federal income tax purposes as a disregarded entity at all times during its existence; and no election has been filed with any Governmental Authority to by treat the Company or any Company Subsidiary with respect to the prior three (3) as an association taxable years as a corporation for U.S. federal or applicable state and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to local income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedtax purposes.

Tax Returns and Audits. (1i) The Each of the Company and each of its the Company Subsidiaries have (a) has prepared and timely filed or caused to be filed (taking into account all applicable extensions) all material required U.S. federal, state, local and foreign non-U.S. returns, elections, notices, filings, declarations, forms, claims for refund, estimates, information statements statements, reports and reports other documents, including any amendments, schedules, attachments, supplements, appendices and exhibits thereto ("“Tax Returns") ”), with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its and the Company Subsidiaries, and such as applicable. Such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with applicable Laws Applicable Law in all material respects. Schedule 2.16(b)(i) lists all of the jurisdictions in which the Company and each Company Subsidiary is required to file Tax Returns or pay Taxes. (bii) Each of the Company and the Company Subsidiaries has duly and timely paid, or caused to be duly and timely paid, all Taxes that are due and payable by them (whether or not shown or required to be shown on any Tax Return) or made adequate provision for the payment of all material Taxes due and payable by the Company and each of the Company Subsidiaries. (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all Taxes and other amounts required by Applicable Law to be withheld or deducted by it, including Taxes and other amounts required to be deducted or withheld by it in respect of any amount paid or withheld (credited, or deemed to be paid or credited, by it to or for the account or benefit of any person, including any former or current Employees, officers or directors and any non-resident person, and has duly and timely paid over any withheld amounts remitted, or will duly and timely remit, as applicable, to the appropriate Governmental Entity) all Authority such Taxes and other amounts required by Applicable Law to be paid remitted by it, for all periods ending on or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor Subsidiary has entered into any of its Subsidiaries has any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or Company Subsidiaries is a beneficiary of any such extension of time that will be outstanding and in effect on the Closing Date. (3v) No audit or other examination of any Tax Return of any of the Company or any of its and the Company Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other examination. (4vi) There are no liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, except for inchoate Tax liens that attach by operation of law. (vii) None of the Company or any Company Subsidiary is a party to any Tax allocation or sharing agreement. None of the Company or any Company Subsidiary is or has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a consolidated, unitary or combined Tax group filing, consolidated or combined Tax Returns (other than, in each case, an affiliated, consolidated, unitary or combined group of which the Company is the common parent) or otherwise has any liability for the Taxes of any person (other than with respect to itself or any of the Company Subsidiaries). (viii) None of the Company or any Company Subsidiary has been at any time a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) No claim in writing has ever been made by any Governmental Authority in a jurisdiction in which any of the Company or a Company Subsidiary does not file Tax Returns that the Company or a Company Subsidiary, as applicable, is or may be subject to Taxes in such jurisdiction. (x) None of the Company or any Company Subsidiary has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (xi) No Tax rulings have been entered into or issued by any Taxing authority with respect to the Company or any Company Subsidiary that would affect the computation of Tax liability of the Company or a Company Subsidiary, as applicable, for any periods (or portions thereto) beginning on or after the Closing Date, and no request for any such rulings currently is pending with any Governmental Authority. (xii) None of the Company or any Company Subsidiary has agreed to make, or is required to make, any adjustment relating under Section 481(a) of the Code by reason of a change in accounting method or otherwise. (xiii) There is no contract or Company Benefit Plan covering any current or former employee or current or former independent contractor of the Company or any Company Subsidiary that, individually or collectively, could give rise to any Return filed a payment by the Company or any of its Subsidiaries has been proposed Company Subsidiary (or the provision by any Tax authority to the Company or any Company Subsidiary of its Subsidiaries any other benefits such as accelerated vesting) that would not be deductible by the Company or such Company Subsidiary by reason of Code Section 280G or subject to an excise Tax under Code Section 4999. None of the Company or any representative thereof that remains unpaid.Company Subsidiary has any indemnity obligations for any excise Taxes imposed under Code Section 4999 or for any Taxes of any employee, including Taxes under Code 409A. (5xiv) Each of The Company and its Subsidiaries have each Company Subsidiary has disclosed on their federal income respective Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (a) has timely filed or caused to be timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating Returns required to Taxes concerning be filed by or attributable with respect to the Company or any of its Subsidiariesit, and all such Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with all applicable Laws Legal Requirements, and (b) timely paid or withheld (has fully and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required paid, caused to be paid or withheld accrued in the Company Financials all Taxes due and payable or claimed or asserted by any Governmental Entity to be due, from or with respect to it (whether or not shown as due such Taxes have been reflected on any Return). There are no Liens for Taxes upon any of the assets or properties of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. To the Knowledge of the Company, no claim power of attorney with respect to any Taxes has ever been asserted in writing by executed or filed with any Governmental Entity to by or on behalf of the Company or any of its Subsidiaries that is currently in a jurisdiction where effect. (ii) All Taxes that the Company or any and each of its Subsidiaries does not file a Tax Return that has been required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid over to the appropriate Governmental Entity in compliance with all applicable Legal Requirements, and the Company or any and each of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bcomplied with all information reporting and backup withholding requirements under all applicable Legal Requirements. (iii) To the Knowledge of the Disclosure ScheduleCompany, there are no liens for material outstanding audits, claims or deficiencies pending or being conducted with respect to Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received from any Governmental Entity any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters or (iii) notice of deficiency or proposed adjustment for any amount of Tax, proposed, asserted or assessed by any Governmental Entity against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax and no request for any such extension or waiver is currently pending. (3iv) No audit Neither the Company nor any of its Subsidiaries has any liabilities for unpaid Taxes which have not been accrued or reserved on the Company Financials, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (v) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under such an agreement, (c) any liability for the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law including any arrangement for group or consortium Tax relief or similar arrangement), as a transferee or successor, by contract or agreement, or otherwise, or (d) ever been a party to any joint venture, partnership or other examination arrangement that could be treated as a partnership for Tax purposes. (vi) Neither the Company nor any of its Subsidiaries has entered into a transaction that is being accounted for under the installment method of Section 453 of the Code or similar provision of state, local or foreign law. Neither the Company nor any of its Subsidiaries has engaged in any "intercompany transaction" in respect of which gain was and continues to be deferred pursuant to Section 1.1502-13 of the Treasury Regulations issued under the Code or any predecessor or successor thereof or analogous or similar provision of law, and the Company does not have an "excess loss account" as described in Treasury Regulation Section 1.1502-19 (or any predecessor or successor thereof of analogous or similar provision of law) with respect to the stock of any Return of its Subsidiaries. There is no taxable income of either the Company or any of its Subsidiaries that will be reportable in the Tax period beginning after the Closing Date that is attributable to a transaction or event that occurred prior to the Closing. (vii) Neither the Company nor any of its Subsidiaries currently does any business in or derives any income from any jurisdiction other than jurisdictions for which Returns have been duly filed, and no claim has ever been made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Returns that the Company or any of its Subsidiaries is presently or may be subject to taxation by that jurisdiction. (viii) Neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in progressa distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (ix) Neither the Company nor any of its Subsidiaries has engaged in or has any commitment to engage in a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b). (x) Neither the Company nor any of its Subsidiaries has made any payment or payments or is obligated to make any payment or payments, nor is the Company or any of its Subsidiaries a party to (or participating employer in) any agreement or Employee Benefit Plan that (A) could obligate it or its successors (including Parent) or affiliates to make any payment or payments that (1) constitute or could constitute a "parachute payment," as defined in Section 280G of the Code (or any comparable provisions of foreign, state or local law) or (2) will or could otherwise not be deductible under Section 162 or 404 of the Code (or any comparable provisions of foreign, state or local law). There is no agreement, plan, arrangement or other contract by which the Company or any of its Subsidiaries (or any of their successors or affiliates) is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code. (xi) Neither the Company nor any of its Subsidiaries is subject to any private letter ruling or prefiling agreement of the IRS or any comparable ruling of any other Governmental Entity, nor has the Company or any of its Subsidiaries been notified in writing of requested any request for such an audit or other examinationruling. (4xii) No adjustment relating There has been no ownership change, as defined in Section 382(g) of the Code (or comparable provision of foreign, state or local law), with respect to the Company during or after any Return filed by Tax period in which the Company incurred a net operating loss which is reflected in the most recent Company Financials. None of the net operating losses or other Tax attributes of the Company or any of its Subsidiaries which are reflected in the most recent Company Financials is or has been proposed by subject to the "separate return limitation years" provisions described in Treasury Regulations under Section 1502 of the Code (or any Tax authority comparable provision of foreign, state or local law). (xiii) The Company and each of its Subsidiaries has retained tax exemption certificates or other proof of tax exemption with respect to all sales for which the Company or any of its Subsidiaries did not report, collect, remit, or any representative thereof that remains unpaidpay sales, use, or similar state or local transfer taxes. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. Except as set forth in Schedule 2.15 hereto: (1i) The Company and each of its Subsidiaries have (a) has timely filed or caused to be filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes concerning or attributable (“Returns”) required to be filed by the Company with any Tax authority prior to the Company or any of its Subsidiariesdate hereof, and except such Returns that are not material to the Company. All such Returns are true, correct, correct and complete in all material respects respects. The Company has paid all Taxes shown to be due and payable on such Returns. (ii) All Taxes that the Company is required by law to withhold or collect have been duly withheld or collected, and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity proper governmental authorities to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet extent due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2iii) Neither The Company has not been delinquent in the Company payment of any Tax (except for Taxes being contested in good faith for which adequate reserves have been established, all of which are listed on Schedule 2.15(b) hereto) nor any of its Subsidiaries has is there any Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its SubsidiariesCompany, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. The Company has complied with all Legal Requirements with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper Taxing authorities all amounts required to be so withheld and paid over for all periods. (3iv) No To the knowledge of the Company and the Stockholder, no audit or other examination of any Return of the Company or by any of its Subsidiaries Tax authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (4v) No adjustment relating to any Return Returns filed by the Company or any of its Subsidiaries has been proposed in writing, formally or informally, by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidthereof. (5vi) Each The Company has no liability for any unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Audited Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year (or the Company’s inception, if more recent) in connection with the operation of the business of the Company in a commercially reasonable manner. (vii) Neither the Company nor the Stockholder has taken any action and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein does not know of any fact, agreement, plan or other circumstance that could give rise is reasonably likely to prevent the Mergers from qualifying as a substantial understatement of federal income Tax reorganization within the meaning of Code §6662. (6Section 368(a) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedCode.

Tax Returns and Audits. Except as set forth in Schedule 2.15 hereto: (1i) The Company and each of its Subsidiaries have (a) timely filed or caused to be filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes concerning or attributable (“Returns”) required to be filed by them with any Tax authority prior to the Agreement Date, except such Returns that are not material to the Company or any of and its Subsidiaries, and . All such Returns are true, correct, correct and complete in all material respects respects. The Company and its Subsidiaries have paid all material Taxes shown to be due and payable on such Returns. (ii) All material Taxes that the Company and its Subsidiaries are required by law to withhold or collect have been duly withheld or collected, and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any proper Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet extent due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2iii) Neither the The Company nor any of and its Subsidiaries has have not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. The Company and its Subsidiaries have complied in all material respects with all Legal Requirements with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper taxing authorities all material amounts required to be so withheld and paid over for all periods. (3iv) No audit or other examination of any Return of the Company or any of its Subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (4v) No material adjustment relating to any Return Returns filed by the Company or any of its Subsidiaries has been proposed in writing, formally or informally, by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidthereof. (5vi) Each Neither the Company nor any of its Subsidiaries has any material liability for any unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Audited Financial Statements or the Unaudited Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein in the ordinary course of business or any liability for unpaid Taxes incurred in connection with the transactions contemplated by this Agreement. (vii) Neither the Company nor any of its Subsidiaries has taken, intends to take, or has agreed to take any action or is aware of any fact or circumstance that could give rise would prevent or impede, or would reasonably be expected to prevent or impede, the Merger from qualifying as a substantial understatement of federal income Tax “reorganization” within the meaning of Code §6662. (6Section 368(a) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedCode.

Tax Returns and Audits. (1i) The Company and each of its the Company Subsidiaries have (a) each prepared and timely filed or caused to be filed all material U.S. federal, state, local and foreign non-U.S. returns, elections, notices, filings, declarations, forms, claims for refund, estimates, information statements statements, reports and reports other documents, including any amendments, schedules, attachments, supplements, appendices and exhibits thereto ("“Tax Returns") ”), with the appropriate governmental entity in all jurisdictions in which such Tax Returns are required to be filed relating to any and all Taxes concerning or attributable to the Company or any of its the Company Subsidiaries, and as applicable. Except as provided on Schedule 2.17(b)(i), such Tax Returns are true, correct, and complete in all material respects and have been prepared and completed in accordance with applicable Laws legal requirements in all material respects. Schedule 2.17(b)(i) lists all of the jurisdictions in which the Company and the Company Subsidiaries are required to file Tax Returns or pay Taxes. (bii) The Company and each of the Company Subsidiaries have duly and timely paid, or caused to be duly and timely paid, all Taxes that are due and payable by them (whether or not shown or required to be shown on any Tax Return). (iii) Each of the Company and the Company Subsidiaries has duly and timely withheld or deducted all Taxes and other amounts required by applicable laws to be withheld or deducted by it, including Taxes and other amounts required to be deducted or withheld by it in respect of any amount paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required credited, or deemed to be paid or withheld whether credited, by it to or not shown for the account or benefit of any person, including any former or current Employees, officers or directors and any non-resident person, and has duly and timely remitted, or will duly and timely remit, as due on any Return. To the Knowledge of the Companyapplicable, no claim has ever been asserted in writing by any Governmental Entity to the Company appropriate governmental entity such taxes and other amounts required by applicable laws to be remitted by it, for all periods ending on or any of its Subsidiaries in a jurisdiction where prior to the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(bClosing Date. (iv) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets None of the Company or any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries has entered into any Tax deficiency outstandingagreement or other arrangement, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver waiver, providing for any extension of time, including any statute of limitations on or extending outstanding extension of the period for the assessment or collection of any Tax, and none of the Company or the Company Subsidiaries is a beneficiary of any such extension of time, which will be outstanding and in effect on the Closing Date, within which (A) to file any Tax Return covering any Taxes for which the Company or any of the Company Subsidiaries may be liable; (B) to file any elections, designations or similar filings relating to Taxes for which the Company or any of the Company Subsidiaries may be liable; (C) the Company or any of the Company Subsidiaries may be required to pay or remit Taxes or amounts on account of Taxes; or (D) any governmental entity may assess, reassess, or collect Taxes for which the Company or any of the Company Subsidiaries may be liable. (3v) No audit or other examination of any Tax Return of any of the Company or any of its the Company Subsidiaries is presently in progress, nor has the Company or any of its the Company Subsidiaries been notified in writing of any request for such an audit or other examination. (vi) There are no liens on the assets of the Company or any of the Company Subsidiaries relating to or attributable to Taxes, except for inchoate tax liens that are attached by operation of law. (vii) None of the Company or any of the Company Subsidiaries has been at any time a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (viii) Except as set forth in Schedule 2.17(b)(viii), none of the Company or any of the Company Subsidiaries (1) has ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated, combined, unitary or similar Tax Return (other than a group the common parent of which was the Bank or the Company), (2) owes any amount under any Tax sharing, indemnification, allocation or similar agreement, (3) has ever been a party to or bound by any agreement which has as its principal purpose Tax sharing, indemnification, allocation or similar agreement, contract plan or arrangement with the principal purpose of allocating or sharing the payment of, indemnity for or liability for Taxes that will not be terminated on the Closing Date without any future liability to the Bank, the Company, Wintrust or any of their respective subsidiaries, and (4) has any liability for the Taxes of any Person (other than the Bank) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise. (ix) No claim in writing has ever been made by any governmental entity in a jurisdiction in which the Company or any of the Company Subsidiaries does not file Tax Returns that the Company or any of the Company Subsidiaries, as applicable, is or may be subject to Taxes in such jurisdiction. (x) None of the Company of the Company Subsidiaries has entered into, been a party to or otherwise participated (directly or indirectly) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or foreign Tax laws. (xi) None of the Company or the Company Subsidiaries has applied for any Tax ruling which, if granted, would affect the computation of Tax liability of the Company or any of the Company Subsidiaries, as applicable, for any periods (or portions thereof) beginning on or after the Closing Date. (xii) None of the Company or the Company Subsidiaries has agreed to make, or is not required to make, any adjustment relating under Section 481(a) of the Code by reason of a change in accounting method or otherwise. (xiii) There is no contract covering any current or former employee or current or former independent contractor of the Company or any of the Company Subsidiaries that, individually or collectively, could give rise to any Return filed a payment by the Company or any of its the Company Subsidiaries has been proposed (or the provision by any Tax authority to the Company or any of its the Company Subsidiaries of any other benefits such as accelerated vesting) that would not be deductible by the Company or any representative thereof that remains unpaid.of the Company Subsidiaries by reason of Code Section 280G or subject to an excise Tax under Code Section 4999 as a result of the transactions contemplated by this Agreement. None of the Company or the Company Subsidiaries has any indemnity obligations for any excise Taxes imposed under Code Section 4999 or for any Taxes of any employee, including the Taxes under Code Section 409A. (5xiv) Each of The Company and its the Company Subsidiaries have disclosed on their federal income Tax Return Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax Taxes within the meaning of Code §Section 6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1a) Any return, report, information return or other document (each a "Tax Return") with respect to Taxes (as defined below) that is required to be filed with respect to the Company or its Subsidiaries for a taxable period ending on or before the Effective Date will be prepared and filed by the Seller (or Seller's Parent (as appropriate)) on behalf of the Company or such Company Subsidiary, in a manner consistent with prior years' tax returns using, to the extent permitted by law, consistent methods, conventions and elections to those previously used by such Company or Company Subsidiary. Buyer will prepare and file all Tax Returns with regard to the operations and assets of the Company and its Subsidiaries for all tax periods after the Effective Date. (b) The Company and each of its Subsidiaries have (a) Seller shall consult with Buyer and Acquisition Sub on a timely basis regarding any Tax Return filed or caused prior to the Effective Date and all actions to be filed all federaltaken or decisions to be made in the course of any audit or examination, stateor any subsequent proceedings, local and foreign returnsincluding settlement or other dispositions thereof, estimates, information statements and reports ("Returns") with respect to any Taxes relating to Taxes concerning or attributable to the Company or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets taxable periods of the Company or any of its SubsidiariesCompany Subsidiaries ending on or before the Effective Date. (2c) Neither Each of the Company nor any parties hereto shall provide the other parties with such assistance as may reasonably be requested by such other parties in connection with the preparation of its Subsidiaries has any Tax deficiency outstandingReturn (including an amendment thereof), assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3) No audit or other examination of by any Return taxing authority, and any judicial or administrative proceedings related to the liability of the Company or any the Company Subsidiaries for Taxes with respect to taxable periods of its Subsidiaries is presently in progress, nor has the Company or Company Subsidiaries ending on or before the Effective Date; and each of the parties shall retain, until the expiration of all applicable statutes of limitation (including extensions), and provide the other parties with copies of; any of its Subsidiaries been notified in writing of any request records or information which may be relevant to such return, claim for such an refund, audit or other examination, proceedings or determination. (4d) No adjustment relating Any refunds or credits of Taxes other than Assumed Taxes (as hereinafter defined), to the extent that such refunds or credits relate to a taxable year or tax period of the Company or the Company Subsidiaries ending on or prior to the Effective Date, shall be for the account of Seller, and, to the extent that such refunds or credits relate to a taxable year or tax period beginning after the Effective Date, shall be for the account of Buyer. Buyer shall cause the Surviving Corporation and its Subsidiaries to use their reasonable best efforts to seek and shall cause the Surviving Corporation and its Subsidiaries promptly to forward to or reimburse Seller for any Return filed such refunds or credits due Seller after receipt thereof; and Seller shall promptly forward or reimburse Buyer for any refunds or credits due Buyer after receipt thereof. Beginning after the Effective Date, within 30 days after the payment by the Surviving Corporation and its Subsidiaries of all Taxes due by the Company and the Company Subsidiaries for any tax period ending on or any of its Subsidiaries has been proposed by any Tax authority prior to the Company or any Effective Date, Seller shall pay to Buyer the amount of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company Taxes, if any, other than the Assumed Taxes, paid by the Surviving Corporation and its Subsidiaries have disclosed Subsidiaries. For purposes of this Agreement, "Assumed Taxes" shall mean those taxes referred to on their federal income Schedule 4.10 under the captions "State Unemployment Taxes," "Federal Unemployment Taxes," "Property Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662Payable," "Sales and Franchise Taxes Payable," "Personal Property Taxes Accrual" and "Provision for Expat Tax. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed."

Tax Returns and Audits. (1) The Company and Except as set forth in Section 3.12 of the IWL Disclosure Schedule, each of IWL and its Subsidiaries have (a) timely filed or caused to be has prepared and filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") required to be filed by any of them relating to any and all Taxes concerning relating or attributable to the Company or any of IWL, its Subsidiaries, or the assets or operations of IWL or its Subsidiaries ("IWL Returns"), and such IWL Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxeslaw. Except as set forth in Section 4.09(b) 3.12 of the IWL Disclosure Schedule, there each of IWL and its Subsidiaries has paid all Taxes required to be paid with respect to such IWL 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. The accruals for Taxes on the books and records of each of IWL and its Subsidiaries are no liens sufficient to discharge the Taxes for material Taxes all periods (other than Taxes not yet due and payableor the portion of any period) upon any of ending on or prior to the assets of the Company or any of its Subsidiaries. (2) Closing Date. Neither the Company IWL nor any of its Subsidiaries has is delinquent in the payment of any Tax nor, except as set forth in Section 3.12 of the IWL Disclosure Schedule, to the knowledge of IWL is there any Tax deficiency outstanding, proposed or assessed or proposed against the Company IWL or any of its Subsidiaries, Subsidiaries nor has the Company IWL or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3) No . The audits of each IWL Return that has been audited by the relevant authorities or for which the statute of limitations has been waived or extended have been closed, and neither IWL nor any of its Subsidiaries has received any written or oral notification that an audit or other examination of any Return of the Company IWL or any of its Subsidiaries is presently in progress, nor has the Company . All such IWL Returns that have been audited or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (4) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes been waived are listed in Section 3.12 of the Company IWL Disclosure Schedule. Except as set forth in Section 3.12 of the IWL Disclosure Schedule, neither IWL nor any of its Subsidiaries has any material liabilities for unpaid Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and each Subsidiaryneither IWL nor any of its Subsidiaries has any knowledge of any basis for the assertion of any such liability attributable to IWL, those years its Subsidiaries or the assets or operations of IWL or its Subsidiaries. Neither IWL nor any of its Subsidiaries is (nor have they ever been) required to join with any other entity in the filing of a consolidated tax return for which examinations have been completedfederal tax purposes or a consolidated or combined return or report for state tax purposes. Except as set forth in Section 3.12 of the IWL Disclosure Schedule, those years neither IWL nor any of its Subsidiaries is a party to or bound by any tax indemnity, tax sharing or tax allocation agreement. There are (and as of immediately following the Closing there will be) no liens on the assets of IWL or any of its Subsidiaries relating to or attributable to Taxes, except for which examinations are presently being conducted and those years liens for which required Tax Returns have Taxes not yet been fileddue and payable or liens for Taxes being contested by appropriate proceedings. Neither IWL nor any of its Subsidiaries has any knowledge of any basis for the assertion of any claim which, if adversely determined, would result in liens on the assets of IWL or Subsidiaries. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of IWL or any of its Subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Code.

Tax Returns and Audits. Except as set forth in Section 2.11(b) of the Disclosure Schedules: (1i) The Company and each of its Subsidiaries have has (a) prepared and timely filed or caused to be filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports reports, including any amendments or attachments thereto ("“Tax Returns"”) relating to any and all Taxes concerning or attributable to the Company or any of its Subsidiariesoperations, and such Tax Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with applicable Laws and (b) timely paid all Taxes it is required to pay (whether or not shown on a Tax Return). (ii) The Company has paid or withheld (with respect to its Employees, Company Stockholders and timely paid over any withheld other third parties, all U.S. federal, state and non-U.S. income Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts to the appropriate Governmental Entity) all and other Taxes required to be paid or withheld whether or not shown as due on withheld, and has timely paid over any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity such Taxes over to the Company appropriate authorities, and will pay or withhold (and pay over) such Taxes that are required to be paid or withheld with respect to any of its Subsidiaries in a jurisdiction where transaction or event occurring or payment made to such payees up to and including the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its SubsidiariesClosing Date. (2iii) Neither The Company is not delinquent in the Company payment of any Tax which is still due and owing, nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its SubsidiariesCompany, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Tax Return 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 or other examination. (4) . To the Company’s knowledge no claim has ever been made in writing by any Tax authority that the Company is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns. No adjustment that is still outstanding relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed in writing by any Tax authority. The Company is not a party to or bound by any closing or other agreement or ruling with any Governmental Entity with respect to Taxes. To the Company’s knowledge there are no matters relating to Taxes under discussion between any taxing authority to and the Company or any of its Subsidiaries or any representative thereof that remains unpaidCompany. (5v) Each As of July 31, 2010, the Company does 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 its Subsidiaries the Company has not incurred any material liability for Taxes since July 31, 2010 other than Taxes incurred in the ordinary course of business and Taxes attributable to the Products Division Disposition. (vi) The Company has made available to Parent copies of all income, use and other material Tax Returns for the Company for all periods since January 1, 2006. (vii) There are (and immediately following the Closing there will be) no Liens on the assets of the Company relating or attributable to Taxes other than Liens for Taxes not yet due and payable and other than Liens for Taxes that are being contested in good faith and for which adequate reserves have been established on the Current Balance Sheet, in accordance with GAAP. (viii) The Company has not been, within the last six (6) years, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) 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. (x) The Company has not engaged in a reportable transaction under Treasury Regulation Section 1.6011-4(b), including a transaction that is the same 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 Treasury Regulation Section 1.6011-4(b)(2). The Company has disclosed on their its U.S. federal income Tax Return Returns all positions taken therein that which could give rise to a substantial understatement Understatement of federal income Tax within the meaning of Code §6662Section 6662 of the Code. (6xi) The Company has delivered (a) never been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (b) never been a party to any Tax sharing, indemnification or made available to Parent (i) complete copies of all Tax Returnsallocation agreement, examination reports and statements or deficiencies assessed against or agreed to by nor does the Company owe any amount under any such agreement, (c) no liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any Subsidiary with respect similar provision of state, local or non-U.S. law), as a transferee or successor, by operation of law, by contract, or otherwise, and (d) never been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (xii) The Company will not be required to include any income or gain or exclude any deduction or loss from Taxable income for any Tax period or portion thereof after the Closing as a result of any (a) change in method of accounting under Section 481 of the Code for any Tax period or portion thereof ending on or prior to the Closing, (b) closing agreement under Section 7121 of the Code executed prior three to the Closing, (3c) taxable years deferred inter-company 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 (iic), under any similar provision of applicable law), (d) written schedules installment sale or open transaction disposition consummated prior to the Closing, or (e) prepaid amount received prior to the Closing. (xiii) The Company uses the accrual method of accounting for income Tax purposes. (Axiv) The Company is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”), and the taxable years consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive. (xv) The Company is not subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business in such other country. (xvi) The Company is in compliance in all material respects with all applicable transfer pricing laws and each Subsidiary for which regulations, including the statute execution and maintenance of limitations with respect to income Taxes has not expired contemporaneous documentation substantiating the transfer pricing practices and (B) with respect to income Taxes methodology of the Company. The prices for any property or services (or for the use of any property) provided by or to the Company and each Subsidiaryare arm’s length prices for purposes of the relevant transfer pricing laws, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedincluding Treasury Regulations promulgated under Section 482 of the Code.

Tax Returns and Audits. (1) The Company 11.3.1 Parent and each of its Subsidiaries have (a) Seller shall cause to be prepared and timely filed or caused all Tax Returns of any kind required to be filed by or on behalf of the Operating Company that relate to taxable periods ending on or before the Closing Date. Such returns will be prepared in a manner consistent with past practice. Seller shall deliver the originals of those returns to Purchaser, which shall promptly cause each of the returns to be signed by an appropriate officer of the Operating Company. Purchaser shall then cause the signed returns to be returned to Seller within an appropriate amount of time so as to permit the timely filing of such returns. Purchaser shall also deliver to Seller together with such executed returns a check in the amount of the additional taxes due with respect to such returns. 11.3.2 Purchaser shall cause to be prepared and timely filed all federal, state, local Tax Returns of the Operating Company that relate to periods after the Closing Date and foreign will be responsible for the payment of any taxes due with respect to these returns, estimates, information statements and reports ("Returns") relating to Taxes concerning or attributable to . 11.3.3 The current tax year of the Operating Company or any of its Subsidiariesshall end at 5:00 PM Eastern Time on the Closing Date, and its books will be closed and Tax Returns prepared based on such Returns are true, correct, and complete time. The parties agree to cause the Operating Company to elect in all material respects and its tax return for the tax year ending immediately before the Closing to not have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b256(9) of the Disclosure Schedule, there are no liens for material Taxes Income Tax Act (other than Taxes not yet due and payableCanada) upon any of the assets of the Company or any of its Subsidiariesapply. (2) Neither 11.3.4 Seller shall at its expense have the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3) No audit or other examination of any Return 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 or other examination. (4) No adjustment relating right to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary control with respect to the Operating Company any tax audit and any administrative or court proceeding concerning taxes (including penalties and interest) or tax returns for which the Seller or Parent could be held solely liable under Article XII hereof, and Seller shall have the exclusive right to concede, compromise or contest any assessment or assertion of liability with respect to any such taxes and any adjustments with respect to such returns. 11.3.5 Purchaser shall at its expense have the right to control with respect to the Operating Company any tax audit and any administrative or court proceeding concerning taxes or Tax Returns for which Purchaser bears sole responsibility and to concede, compromise or contest any assessment or assertion of liability with respect to any such taxes. 11.3.6 With respect to any tax audit and any administrative or court proceeding regarding the Operating Company which may result in liability for taxes (including penalties and interest) to both Seller and Purchaser, each of them shall have the right to participate in such audit or administrative or court proceeding at their own expense and neither of them shall have the right to concede, compromise or settle any such audit or proceeding without the prior three written consent of the other parties. 11.3.7 Seller and Parent, on the one hand, and Purchaser, on the other hand, shall provide reasonable cooperation to each other in connection with (3i) taxable years the preparation of and filing of any Tax Return, tax election, tax consent or certification, or any claim for refund, (ii) written schedules any determination of liability for taxes, and (Aiii) the taxable years any audit, examination or other proceeding in respect of taxes of the Operating Company. Such cooperation shall include (i) making available, on a reasonable basis, employees of the Operating Company, (ii) promptly forwarding all correspondence and other documents received from taxing authorities with respect to a matter to the party assigned in Section 11.3.4 or Section 11.3.5 hereof to control such matter, (iii) executing powers of attorney and other authorizing documents with respect to a matter so as to permit the party assigned in Section 11.3.4 or Section 11.3.5 to control such matter, and (iv) providing access to records and other information in the possession or under the control of the party. The parties will preserve all information, records or documents relating to the liability for taxes of the Operating Company and each Subsidiary for which or of Parent until the expiration of any applicable statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedor extensions thereof.

Tax Returns and Audits. (1i) The Company has prepared and each of its Subsidiaries have (a) timely filed or caused filed, giving effect to be filed all federalapplicable extensions, state, local all required income Tax Returns and foreign returns, estimates, information statements and reports ("Returns") other material Tax Returns relating to any and all Taxes concerning or attributable to the Company or any of its Subsidiaries, operations and such Tax Returns are true, correct, true and complete in all material respects correct and have been completed in accordance with applicable Laws Applicable Laws. (ii) The Company has timely paid all Taxes required to be paid and (b) timely paid or withheld with respect to its employees and other third parties (and timely paid over any withheld amounts to the appropriate Governmental EntityTaxing Authority) all income taxes, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiarieswithheld. (2iii) Neither The Company has not been delinquent in the Company nor payment of any of its Subsidiaries has any Tax, there is no Tax deficiency outstanding, assessed or proposed against the Company or any of its SubsidiariesCompany, nor has and the Company or any of its Subsidiaries has not executed any outstanding waiver of any statute of limitations on or extending extension of the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Tax Return 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 or other examination. (4) . No adjustment relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries representative thereof. No claim has ever been made by an authority in a jurisdiction where Company does not file Returns that it is or any representative thereof may be subject to taxation by that remains unpaidjurisdiction. (5v) Each The Company did not have any liabilities for unpaid Taxes as of April 30, 2011 that had not been accrued or reserved on the balance sheet of the Company dated as of April 30, 2011, whether asserted or unasserted, contingent or otherwise, and the Company has not incurred any liability for Taxes since April 30, 2011 other than in the ordinary course of business. Any Taxes of the Company relating or attributable to any Pre-Closing Tax Period that are not paid as of the Closing, including any such Taxes that are not yet due and payable and including Transaction Payroll Taxes, will be included in Total Current Liabilities for purposes of calculating the Final Adjustment Amount. (vi) The Company has made available to Parent or its Subsidiaries have disclosed on their federal legal counsel or accountants copies of all income Tax Return Returns and other material Tax Returns for the Company filed for all positions taken therein that could give rise periods since its inception. (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 not yet due and payable. (viii) The Company is not, and has not been at any time, a substantial understatement “United States Real Property Holding Corporation” within the meaning of federal income Tax Section 897(c)(2) of the Code. (ix) Except as set forth on Schedule 3.8(b)(ix), the Company has (a) never been a member of an affiliated group (within the meaning of Code §66621504(a)) filing a consolidated U.S. federal income Tax Return, (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. § 1.1502-6 (or any similar provision of state, local or non-U.S. law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, by operation of law or otherwise, or (d) never been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (6x) The Company has delivered not engaged in a reportable transaction under Treas. Reg. § 1.6011-4(b), including any 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). (xi) 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. (xii) The Company uses the accrual method of accounting for income Tax purposes. (xiii) The Company will not be required to include any income or gain or exclude any deduction or loss from income for any taxable period or portion thereof after the Closing as a result of any (a) change in method of accounting made available prior to Parent the Closing, (ib) complete copies closing agreement under Section 7121 of all Tax Returnsthe Code executed prior to the Closing, examination reports (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 statements (c), under any similar provision of applicable law), (d) installment sale or deficiencies assessed against open transaction disposition consummated prior to the Closing or agreed (e) prepaid amount received prior to by the Company or any Subsidiary Closing. (xiv) The Disclosure Schedule sets forth the following information with respect to the prior three Company: (3) taxable years and (ii) written schedules of (Aa) the taxable years basis of the Company in its assets; (b) the amount of any net operating loss, net capital loss, unused investment, foreign, or other Tax credit and each Subsidiary for which the statute amount of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes any limitation upon any of the foregoing; (c) the amount of any deferred gain or loss allocable to the Company and each Subsidiaryarising out of any deferred intercompany transaction as defined in Treas. Reg. § 1.1502-13 or any similar provision of applicable law. (xv) The Company is not subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedplace of business or source of income in any other country.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (a) timely filed or caused to be filed all material United States federal, state, local and foreign tax returns, estimates, information statements and reports and any amendments thereto ("ReturnsRETURNS") relating to Taxes concerning required to be filed by or attributable to on behalf of the Company or any and each of its SubsidiariesSubsidiaries with any Tax authority, and such Returns are true, correct, correct and complete in all material respects respects. All Taxes that are due or claimed in writing to be due from the Company and each of its Subsidiaries have been completed paid other than those for which adequate reserves have been established on the books and records of the Company and each of its Subsidiaries in accordance with applicable Laws GAAP. The amount of accruals and reserves on the books and records of the Company and each of its Subsidiaries in respect of any material Tax liability for any Taxable period not finally determined have been determined in accordance with GAAP. (bii) timely paid or The Company and each of its Subsidiaries have withheld (with respect to its employees all United States federal and timely paid over any withheld amounts state income Taxes, Taxes pursuant to the appropriate Governmental Entity) all Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiarieswithheld. (2iii) Neither the Company nor any of its Subsidiaries has any There is no material Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on on, or extending extension of the statutory period for of limitations for, the assessment or collection of any TaxTax that is still in effect. Neither the Company nor any Subsidiary has received any notice in writing from any Tax jurisdiction in respect of which the Company or the Subsidiary, as the case may be, does not file Tax returns, requesting the filing of any Tax return. No issue has been raised by any Tax authority in any audit of the Company or any of its Subsidiaries that if raised with respect to any other period not so audited would reasonably be expected to result in a material proposed deficiency or adjustment for any period not so audited that are not covered by adequate reserves on the books and records of the Company and each of its Subsidiaries in accordance with GAAP. (3iv) No audit United States federal, state, local or foreign action, suit, claim, audit, assessment, judicial or administrative proceeding, appeal of such proceeding or other examination of (each a "TAX CLAIM") with regard to any Taxes or Return of the Company or any of its Subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (4v) No adjustment of Tax relating to any Return Returns filed by the Company or any of its Subsidiaries has been proposed in writing by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidthereof. (5vi) Each Neither the Company nor any of its Subsidiaries has any liability for unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, which is material to the Company, other than any liability for unpaid Taxes that may have accrued since the date of the Company Balance Sheet in connection with the operation of the business of the Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could in the ordinary course. (vii) There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including but not limited to the provisions of this Agreement and the agreements entered into in connection with this Agreement, covering any employee or former employee of the Company or any of its Subsidiaries that, individually or collectively, would be reasonably likely to give rise to a substantial understatement the payment of federal income Tax within any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the meaning of Code §6662Code. (6viii) The Neither the Company nor any of its Subsidiaries has delivered or made available to Parent (ifiled any consent agreement under Section 341(f) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against 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 or any Subsidiary with respect of its Subsidiaries. (ix) Neither the Company nor any of its Subsidiaries is party to or has any obligation under any Tax-sharing, Tax indemnity or Tax allocation agreement or arrangement. Neither the prior three Company nor any of its Subsidiaries has been a distributing corporation or a controlled corporation in a transaction described in Section 355(a) of the Code. (3x) taxable years and (ii) written schedules The Company has made available to Parent or its legal or accounting representatives copies of (A) the taxable years of all Returns for the Company and each Subsidiary of its Subsidiaries filed for which all periods since its inception. (xi) There are no Liens on the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes assets of the Company or any of its Subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and each Subsidiary, those years payable and for which examinations have been completed, those years for which examinations there are presently being conducted and those years for which required Tax Returns have not yet been filedadequate accruals in accordance with GAAP.

Tax Returns and Audits. (1i) The Company and each Company Subsidiary have accurately prepared and timely filed, taking into effect any extension of its Subsidiaries have (a) timely filed or caused time within which to be filed file all federal, state, local and foreign returns, estimates, reports, and information statements and reports returns required to be filed with any Governmental Entity in connection with the determination, assessment, or collection of any Tax ("“Returns"”) relating to Taxes concerning or attributable to by the Company or any of its SubsidiariesCompany Subsidiary, and such Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with applicable Laws Law and Legal Requirements. None of the above is the subject of any dispute with any taxing authority. (ii) The Company and each Company Subsidiary (A) have paid all Taxes it is required to have paid and accrued all Taxes it is required to accrue and (bB) timely paid or has withheld with respect to its employees (and timely paid over any withheld amounts to the appropriate Governmental Entitytaxing authority) all federal and state income taxes, FICA, FUTA, PAYE and other Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiarieswithheld. (2iii) Neither the Company nor any Company Subsidiary has been delinquent in the payment of its Subsidiaries has any material Tax nor is there any Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its SubsidiariesCompany Subsidiary, nor has the Company or any of its Subsidiaries Company Subsidiary executed any waiver of any statute of limitations on or extending extended the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Return of the Company or any of its Subsidiaries Company Subsidiary is presently currently in progress, nor has the Company or any of its Subsidiaries Company Subsidiary been notified in writing of any request for such an audit or other similar examination. (4v) Neither the Company nor any Company Subsidiary has any Liability for unpaid federal, state, local or foreign Taxes which has not been accrued or reserved against in the Financial Statements or Management Accounts. The accruals for the Taxes of the Company and the Company Subsidiaries shown on the Financial Statements or Management Accounts are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the date of the Management Balance Sheet. Neither the Company nor any Company Subsidiary has incurred any Liability for Taxes since the date of the Management Balance Sheet other than in the ordinary and usual course of business, consistent with past practices. (vi) The Company has provided or made available to Parent copies of all federal, state, local, and foreign income and other material Tax Returns of the Company and each Company Subsidiary for all periods since 2006. (vii) There are not now, will not be before the Closing, and will not be immediately after the Closing any Liens on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable as of such time. (viii) The Company has no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes that, if adversely determined, would result in any Lien on the assets of the Company or any Company Subsidiary. (ix) None of the assets of the Company or any Company Subsidiary are treated as “tax-exempt use property” within the meaning of Section 168(h) of the Code. (x) There is no Contract to which the Company or any Company Subsidiary is a party, including but not limited to the provisions of this Agreement, covering any employee or former employee of, or current or former independent contractor or service provider to, the Company or any Company Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. (xi) Neither the Company nor any Company Subsidiary is a party to a Tax sharing or allocation agreement, nor does the Company owe any amount under any such agreement. Neither the Company nor any Company Subsidiary has been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated income Tax Return or a Return under similar state, local or non-U.S. Tax Laws (other than a group the common parent of which is the Company) or has any Liability for the Taxes of any Person (other than the Company or such Company Subsidiary, as the case may require) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise. Neither the Company nor any Company Subsidiary has ever been a party to any joint venture, partnership, or other arrangement that could be treated as a partnership, for Tax purposes. (xii) Neither the Company nor any Company Subsidiary is or has been at any time a “United States real property holding corporation” within the meaning of Section 897 of the Code. (xiii) No adjustment or deficiency relating to any Return filed or required to be filed by the Company or any of its Subsidiaries Company Subsidiary has been proposed in writing by any Tax authority to the Company or any of its Subsidiaries Company Subsidiary or any representative thereof that remains unpaidthereof. (5xiv) Each of The Company and its the Company Subsidiaries have disclosed on their utilize the accrual method of accounting for U.S. federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662tax purposes. (6xv) Neither the Company nor any Company Subsidiary has been either a distributing corporation or a controlled corporation in a distribution occurring during the last two years in which the parties to such distribution treated the distribution as one to which § 355 of the Code is applicable. (xvi) The Company has delivered or made available and each Company Subsidiary maintain complete and accurate records, invoices and other information in relation to Parent (i) complete copies of Tax that meet all legal requirements and enable the Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years Liabilities of the Company and each Company Subsidiary to be calculated accurately in all material respects. (xvii) The gross book value shown in, or adopted for the purposes of, the Management Accounts of UK Subsidiary as the value of each of the capital assets of UK Subsidiary, on the disposal of which a chargeable gain or allowable loss could arise under the statute United Kingdom Taxation of limitations with respect Chargeable Gains Act of 1992, does not exceed the amount which on a disposal of such asset at the date of this agreement would be deductible, in each case, disregarding any statutory right to income Taxes claim any allowance or relief (other than amounts deductible under section 38 of the United Kingdom Taxation of Chargeable Gains Act 1992). (xviii) UK Subsidiary has not expired and claimed first-year tax credits within the meaning of Schedule A1 of the United Kingdom Capital Allowances Act 2001 or owned at the date of the Management Accounts any asset which, if disposed of at the Effective Time for consideration equal to its net book value as included in the Management Accounts of UK Subsidiary, would give rise to a balancing charge or claw-back of allowances. (Bxix) with respect to income Taxes Neither the Company nor any Company Subsidiary is or has ever been a member of a group of companies for any Tax purpose other than a group consisting solely of the Company and each Subsidiarythe Company Subsidiaries (taken together). (xx) UK Subsidiary has incurred no expenditure on intangible fixed assets, those years for within the meaning of Part 8 of the United Kingdom Corporation Tax Xxx 0000, in respect of which examinations any debit relating to expenditure has been or could have been completedtaken into account in the Financial Statements or the Management Accounts of UK Subsidiary and no such expenditure has been incurred since the date of the Management Accounts. (xxi) The Company and the Company Subsidiaries have since their incorporation at all times been resident for Tax purposes solely in their jurisdiction of incorporation and neither the Company nor any Company Subsidiary has or has ever had a branch, those years agency, place of business or permanent establishment outside the jurisdiction of its incorporation. (xxii) All supplies made by UK Subsidiary are taxable supplies for which examinations the purposes of United Kingdom value added tax and UK Subsidiary has not been, nor are presently being conducted there any circumstances in existence at the date of this Agreement that could result in UK Subsidiary being, denied full credit for all input value added tax paid by it. (xxiii) UK Subsidiary does not own any assets that are capital items subject to the capital goods scheme under Part XV of the United Kingdom VAT Regulations 1995. (xxiv) The Company and those years for which required the Company Subsidiaries are in compliance with all terms and conditions of any Tax Returns exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”) and to the Company’s knowledge, the consummation of the transactions contemplated by this Agreement will not have not yet been filedany adverse effect on the continued validity and effectiveness of any such Tax Incentive. (xxv) The Company and the Company Subsidiaries are in compliance in all material respects with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and the Company Subsidiaries.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have (a) Corporation has timely filed or caused to be filed all federal, state, local and foreign returns, estimates, forms, information statements and reports ("“Returns"”) relating to Taxes concerning or attributable to the Company or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as filed by the Corporation with any Tax authority for all fiscal periods for which returns are due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity prior to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material TaxesClosing Date. Except as set forth in Section 4.09(bon Schedule 3.18, the Corporation has duly paid all Taxes and other related charges reflected on each of such Returns that are required to be paid by the Corporation prior to the Signing Date (to the extent this representation applies to such period) or the Closing Date (to the extent this representation applies to such period). Copies of all Returns for the Disclosure Schedulefive (5) most recent years ending prior to the date of this Agreement, there and the Corporation’s latest property tax statements, are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariesincluded on Schedule 3.18. (2ii) Neither The Corporation has withheld or paid, with respect to its employees, all federal and state income Taxes, Taxes pursuant to the Company Federal Insurance STOCK PURCHASE AGREEMENT HLE Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld. (iii) Except as set forth on Schedule 3.18, the Corporation has not been delinquent in the payment of any Tax nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or, to the knowledge of the Corporation or any Shareholder, proposed against the Company or any of its Subsidiaries, nor Corporation. The Corporation has the Company or any of its Subsidiaries not executed any unexpired waiver of any statute of limitations on or extending the extension of any period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Return of the Company or Corporation by any of its Subsidiaries Tax authority is presently in progress, nor has the Company or any of its Subsidiaries Corporation been notified in writing of any request for such an audit or other examination. (4v) No adjustment relating to any Return Returns filed or required to be filed by the Company or any of its Subsidiaries Corporation has been proposed in writing by any Tax authority to the Company or any of its Subsidiaries Corporation or any representative thereof that remains unpaidthereof. (5vi) Each The Corporation does not have any liability for any unpaid Taxes (whether or not shown to be due on any Return) which has not been accrued for or reserved on the Corporation’s balance sheet as of Company the Balance Sheet Date in accordance with the Corporation’s historical accounting practices, whether asserted or unasserted, contingent or otherwise, which is material to the Corporation. There are no liens with respect to Taxes on any of the assets of the Corporation, other than liens which are not individually or in the aggregate material, or customary liens for current Taxes not yet due and its Subsidiaries payable. (vii) The Corporation has not filed any consent agreement under former Section 341(f) of the Code or agreed to have disclosed on their federal income Tax Return all positions taken therein that could give rise former Section 341(f)(2) of the Code apply to any disposition of a substantial understatement subsection (f) asset (as defined in former Section 341(f)(4) of federal income Tax the Code) owned by the Corporation. (viii) The Corporation (A) has never been a member of a consolidated group other than a consolidated group of which the Corporation is the parent corporation and (B) is not party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement (other than such agreements existing as of the date hereof between current members of the Corporation’s affiliated group). (ix) To the knowledge of the Corporation or any Shareholder, none of the Corporation’s assets are tax-exempt use property within the meaning of Code §6662Section 168(h) of the Code. (6x) The Company Corporation has delivered not constituted either a “distributing corporation” or made available to Parent a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (iA) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by in the Company or any Subsidiary with respect to the prior three (3) taxable years and prior to the date of this Agreement or (iiB) written schedules in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (Awithin the meaning of Section 355(e) the taxable years of the Company Code) in conjunction with this Agreement. STOCK PURCHASE AGREEMENT HLE (xi) The Corporation is in full compliance with all terms and each Subsidiary for which conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement or order of a territorial or foreign government and the statute consummation of limitations this Agreement will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order. (xii) The Corporation has not with respect to any open taxable period applied for and been granted permission to adopt a change in its method of accounting requiring adjustments under Section 481 of the Code or comparable state or foreign law. (xiii) Except as set forth on Schedule 3.18, the Corporation is not a partner or owner in any entity classified as a partnership for federal income Taxes tax purposes. (xiv) The Corporation has not expired and (B) made an election under Regulations Section 301.7701-3 with respect to income Taxes any entity. (xv) No stock options, stock appreciation rights or other equity based awards issued or granted by the Corporation are not in material compliance with Code Section 409A. Each “nonqualified deferred compensation plan” (as such term is defined in Code Section 409A and the guidance thereunder) under which the Corporation makes or is obligated to make payments is in good faith operational compliance with the requirements of Code Section 409A and the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.guidance thereunder. No payment to be made by the Corporation is or will be subject to penalties of Code Section 409A.

Tax Returns and Audits. (1i) The Company As of the Closing Date, Seller shall have prepared and each of its Subsidiaries have (a) timely filed or caused to be filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company Company, or any the operations of its Subsidiariesthe Company, and such Returns are true, correct, shall be true and complete in all material respects correct and have been completed in accordance with applicable Laws law. (ii) As of the Closing Date, Seller (A) shall have paid all Taxes it is required to pay in respect of the Company and (b) timely paid its operations, and Seller or the Company shall have withheld (with respect to employees of the Company all federal and timely paid over any withheld amounts to the appropriate Governmental Entity) all state income taxes, FICA, FUTA and other Taxes required to be paid withheld in respect of the Company and its operations, and (B) shall have accrued on the Audited Special-Purpose Balance Sheet all accrued and unpaid Taxes concerning or withheld whether attributable to the Company, or not shown as due on any Return. To the Knowledge operations of the Company, no claim has ever been asserted in writing by for the periods covered thereby and will not have allowed the Company to incur any Governmental Entity liability for Taxes for the period prior to the Company or any Closing Date other than in the ordinary course of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariesbusiness. (2iii) Neither Seller has not been delinquent in the Company payment of any Tax concerning or attributable to the Company, or the operations of the Company, nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or proposed against Seller concerning or attributable to the Company Company, or any the operations of its Subsidiariesthe Company, nor has the Company or any of its Subsidiaries Seller executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax concerning or attributable to the Company, or the operations of the Company. (3iv) No audit or other examination of any Return of Seller or the Company or any of its Subsidiaries is presently in progressprogress concerning or attributable to the Company, or the operations of the Company, nor has Seller or the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (4) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. Except as set forth in Schedule 2.15 hereto: (1i) The Company and each of its Subsidiaries have (a) timely filed or caused to be filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes concerning or attributable (“Returns”) required to be filed by them with any Tax authority prior to the date hereof, except such Returns that are not material to the Company or any of and its Subsidiaries, and . All such Returns are true, correct, correct and complete in all material respects respects. The Company and its Subsidiaries have paid all material Taxes shown to be due and payable on such Returns. (ii) All material Taxes that the Company and its Subsidiaries are required by law to withhold or collect have been duly withheld or collected, and have been completed in accordance with applicable Laws and (b) timely paid or withheld (and timely paid over any withheld amounts to the appropriate Governmental Entity) all Taxes required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any proper Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet extent due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2iii) Neither the The Company nor any of and its Subsidiaries has have not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. The Company and its Subsidiaries have complied in all material respects with all Legal Requirements with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper taxing authorities all material amounts required to be so withheld and paid over for all periods. (3iv) No audit or other examination of any Return of the Company or any of its Subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (4v) No material adjustment relating to any Return Returns filed by the Company or any of its Subsidiaries has been proposed in writing, formally or informally, by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidthereof. (5vi) Each Neither the Company nor any of its Subsidiaries has any material liability for any unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Audited Financial Statements or the Unaudited Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein in the ordinary course of business or any liability for unpaid Taxes incurred in connection with the transactions contemplated by this Agreement. (vii) Neither the Company nor any of its Subsidiaries has taken, intends to take, or has agreed to take any action or is aware of any fact or circumstance that could give rise would prevent or impede, or would reasonably be expected to prevent or impede, the Merger from qualifying as a substantial understatement of federal income Tax “reorganization” within the meaning of Code §6662. (6Section 368(a) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedCode.

Tax Returns and Audits. (1i) The As of the Closing Date, the Company and each of its Subsidiaries will have (a) prepared and timely filed or caused to be filed all required federal, state, local and foreign returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or any of its Subsidiaries, Subsidiaries or their respective operations and such Returns are true, correct, or will be true and complete in all material respects correct and have been or will be completed in accordance with applicable Laws law and (b) timely paid or all Taxes it is required to pay. (ii) As of the Closing Date, the Company and each of its Subsidiaries will have withheld (with respect to its Employees and timely paid over any withheld amounts to the appropriate Governmental Entity) other third parties, 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 withheld, and will have timely paid or such taxes withheld whether or not shown as due on any Return. To the Knowledge of the Company, no claim has ever been asserted in writing by any Governmental Entity over to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiariesappropriate authorities. (2iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (3iv) No audit or other examination of any Return 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 or other examination. (4v) Neither the Company nor any of its Subsidiaries has any liabilities for unpaid Taxes which have not been accrued or reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, including any Taxes paid by the Parent or Surviving Corporation as a result of the transactions contemplated by this Agreement, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Current Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all foreign, federal, state and local income, payroll and unemployment Returns, all foreign value added (or similar) tax returns and all state and local property and sales and use Returns for the Company and its Subsidiaries filed for all periods since its inception. (vii) There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes other than Liens for Taxes not yet due and payable. Neither the Company, any of its Subsidiaries nor any Principal Shareholder has 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 or any of its Subsidiaries. (viii) None of the Company’s or any of its Subsidiaries’ assets is treated as “tax-exempt use property,” within the meaning of Section 168(h) of the Code. (ix) Neither the Company nor any of its Subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(4) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(2) of the Code) owned by the Company or any of its Subsidiaries. (x) Neither the Company nor any of its Subsidiaries has (a) ever been a member 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 Company), (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 its subsidiaries) under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or agreement, or otherwise and (d) ever been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes. (xi) The Company’s and each of its Subsidiaries’ tax basis in their respective assets for purposes of determining its future amortization, depreciation and other income Tax deductions is accurately reflected on the Company’s and its Subsidiaries’ tax books and records. (xii) Neither the Company nor any of its Subsidiaries has been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (xiii) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed formally or, to the Knowledge of the Company or any Principal Shareholder, informally by any Tax tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaidthereof. (5xiv) Each Neither the Company nor any of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that 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 (x) in the two (2) years prior to the date of this Agreement or (y) in a distribution which could give rise to otherwise constitute part of a substantial understatement “plan” or “series of federal income Tax related transactions” (within the meaning of Code §6662. (6Section 355(e) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which Code) in conjunction with the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedMerger.

Tax Returns and Audits. (1a) The Company and each of its Subsidiaries have (a) has timely filed or caused to be filed all federal, state, local and foreign Tax (as defined below) returns, estimatesincluding all amended returns, information statements and reports ("Returns") relating to Taxes concerning or attributable to in each jurisdiction where the Company is required to do so or any of its Subsidiaries, and such Returns are true, correct, and complete in all material respects and have been completed in accordance with applicable Laws and (b) timely has paid or withheld (and timely paid over made provision for the payment of any withheld amounts to penalty or interests arising from the appropriate Governmental Entity) late filing of any such return, has correctly reflected all Taxes required to be shown thereon, and has fully paid or withheld 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 shown as due on in connection with such returns. The Company is not currently subject to any Returnaudits 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 There are no circumstances or pending questions relating to potential Tax liabilities nor claims asserted for Taxes or assessments of the CompanyCompany that, no claim has ever been asserted if adversely determined, could result in writing by any Governmental Entity to a Tax liability that would have a Material Adverse Change on the Company or Buyer for any of its Subsidiaries in a jurisdiction where the period. The Company has not executed an extension or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2) Neither the Company nor any of its Subsidiaries has any Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax due that is currently in effect. The Company is not holding any unclaimed property that it is required to surrender to any state taxing authority including, without limitation, any uncashed checks or unclaimed wages, and the Company has timely filed all unclaimed property reports required to be filed with such state taxing authorities. The Company does not purge its records of uncashed checks periodically. (3b) No audit For purposes of this Agreement, the term "TAX" means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other examination title or registration, capital stock, franchise, employees' income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any Return kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of the Company any Governmental Entity or payable under any tax-sharing agreement 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 or other examinationContract. (4) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed by any Tax authority to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (5) Each of Company and its Subsidiaries have disclosed on their federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. (6) The Company has delivered or made available to Parent (i) complete copies of all Tax Returns, examination reports and statements or deficiencies assessed against or agreed to by the Company or any Subsidiary with respect to the prior three (3) taxable years and (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filed.

Tax Returns and Audits. (1i) The Company and each of its Subsidiaries have has (a) prepared and timely filed or caused to be filed all material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports ("“Returns"”) relating to any and all Taxes concerning or attributable to the Company or any of its Subsidiaries, operations and such Returns are true, correct, true and complete correct in all material respects and have been completed in accordance with applicable Laws Law and (b) timely paid all Taxes it is required to pay. (ii) The Company has paid or withheld (with respect to its Employees and other persons, all U.S. federal, state and non-U.S. income taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Taxes required to be withheld, and has timely paid over any such withheld amounts Taxes to the appropriate Governmental Entity) authorities. The Company has charged, collected and remitted on a timely basis all Taxes as required to be paid or withheld whether or not shown as due on any Return. To the Knowledge of sale, supply or delivery whatsoever made by the Company, no claim has ever been asserted in writing by any Governmental Entity to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes. Except as set forth in Section 4.09(b) of the Disclosure Schedule, there are no liens for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (2iii) Neither The Company is not delinquent in the Company payment of any Tax, nor any of its Subsidiaries has is there any Tax deficiency outstanding, assessed or proposed against the Company or any of its SubsidiariesCompany, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax that is currently in effect. (3iv) No audit or other examination of any Tax Return 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 or other examination. (4) . No adjustment relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed in writing by any Tax authority to the Company or any of its Subsidiaries or any representative thereof and no reassessment of the Company’s Taxes has been issued and is outstanding and there is no indication from the authorities that remains unpaidan assessment or reassessment of the Company is proposed in respect of Taxes. No claim has ever been made in writing 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. (5v) Each As of the date of the Current Balance Sheet, the Company had no liabilities for unpaid Taxes which had 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, consistent with past practices. (vi) The Company has made available to Parent or its Subsidiaries have disclosed legal counsel, copies of all Tax Returns for the Company filed for all periods since January 1, 2004. (vii) There are (and immediately following the Effective Time there will be) no Liens on their federal income Tax Return all positions taken therein that could give rise the assets of the Company relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable. The Company has no 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. (viii) The Company has (a) never been a substantial understatement member of federal income Tax an affiliated group (within the meaning of Code §66621504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (b) never been a party to any Tax sharing, indemnification, allocation or similar agreement, (c) no liability for the Taxes of any Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. 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 (d) never been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes. (6ix) The Company has delivered not been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) 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) 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 any transaction or event occurring or circumstance existing on or prior to the Closing Date, including any (a) change in method of accounting made available on or prior to Parent the Closing Date, (ib) complete copies closing agreement under Section 7121 of all 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), (c) and (d), under any similar provision of applicable Law), (d) application of Sections 70, 80, 80.01, 80.02, 80.03, 80.04 or 160 of the Income Tax ReturnsAct (Canada), examination reports and statements (e) installment sale or deficiencies assessed against open transaction disposition consummated prior to the Closing or agreed (f) prepaid amount received prior to by Closing. (xiii) The Company uses the accrual method of accounting for tax purposes. (xiv) Neither the Company nor any Company Subsidiary is subject to Tax in any jurisdiction other than its country of incorporation or formation by virtue of having a permanent establishment, place of business or source of income in that country. (xv) The Company is 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 this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive. (xvi) The Company is in compliance in all material respects with all applicable transfer pricing Laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company. The prices for any property or services (or for the use of any property) provided by or to the Company are arm’s length prices for purposes of the applicable transfer pricing Laws. (xvii) Any Company Subsidiary with respect a place of business in Canada has maintained and continues to maintain at its place of business in Canada all books and records required to be maintained under the prior three Income Tax Act (3Canada), the Excise Tax Act (Canada) and any comparable Law of any province or territory in Canada, including Laws relating to sales and use Taxes. (xviii) The shares of Company Capital Stock are not “taxable years and Canadian property” for purposes of Income Tax Act (ii) written schedules of (A) the taxable years of the Company and each Subsidiary for which the statute of limitations with respect to income Taxes has not expired and (B) with respect to income Taxes of the Company and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted and those years for which required Tax Returns have not yet been filedCanada).