Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. (i) All material Tax Returns required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor any of its Subsidiaries 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 in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

Tax Returns and Audits. (ia) All material Tax Parent has timely filed Returns relating to Taxes required to be filed by or Parent with respect any Tax authority, except such Returns which are not material to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respectsParent. All such Tax Returns are were correct and complete in all material respects true, correct and complete, and have been completed in accordance with applicable law. Parent has paid all Taxes owed shown to be due on such Returns. (b) Parent, as of the Effective Time, will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld, except such Taxes which are not material to Parent. (c) Parent does not have any material Tax deficiency outstanding, proposed or assessed against Parent, nor has Parent executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (x) Xx xxxit or other examination of any Return of Parent by any Tax authority is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (e) No adjustment relating to any Returns filed by Parent and its Subsidiarieshas been proposed in writing formally or informally by any Tax authority to Parent or any representative thereof. (f) Parent does not have any liability for any material unpaid Taxes which has not been accrued for or reserved on the Parent Balance Sheet in accordance with GAAP, whether asserted or not shown on unasserted, contingent or otherwise, which is material to Parent, other than any Tax Return (including all withholding and payroll Taxes), have been paid, except liability for those unpaid Taxes that may have accrued since December 31, 2000 in connection with the operation of the business of Parent in the ordinary course. (g) There is no contract, agreement, plan or arrangement to which Parent is a party as of the date of this Agreement, including but not had and are not reasonably expected limited to havethe provisions of this Agreement, covering any employee or former employee of Parent that, individually or in the aggregatecollectively, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may would reasonably be subject expected to taxation by that jurisdiction. (ii) No Audit is currently pending with respect give rise to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Taxamount that would not be deductible pursuant to Sections 280G, and there 404 or 162(m) of the Code. There is no deficiency contract, agreement, plan or arrangement to which Parent is a party or by which it is bound to compensate any individual for any Taxes that is outstanding, assessed or proposed against excise taxes paid pursuant to Section 4999 of the Code. (h) Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable filed any consent agreement under Section 341(f) of the Code or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected agreed to have Section 341(f)(2) of the Code apply to any disposition of a Material Adverse Effect on subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent. (iiii) Neither Parent nor any of its Subsidiaries subsidiaries is a party to or has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for any obligation under any tax-free treatment under Section 355 sharing, tax indemnity or tax allocation agreement or arrangement, other than amongst themselves. (j) None of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (Parent's assets are tax exempt use property within the meaning of Section 355(e168(h) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent has been proposed against formally or informally by any Tax authority to Parent or any representative thereof and, to the knowledge of its SubsidiariesParent, no basis exists for any such adjustment which deficiency would be material to Parent. (vi) Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a Parent’s assets are treated as “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “planexempt use property” or “series of related transaction” (within the meaning of Section 355(e168(h) of the Code. (viii) 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 Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by Parent. (ivx) Neither Parent nor is not, and has not been at any of its Subsidiaries has “participated” in time, a “listed transactionUnited States real property holding corporation” (as defined in within the meaning of Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent . (xii) Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent . Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax KLA and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent KLA and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeKLA, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit Except as is currently pending not material to KLA, KLA and each of its subsidiaries as of the Effective Time will have withheld with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Except as is not material to KLA, neither KLA nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries subsidiaries has been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed or proposed against Parent KLA or any of its Subsidiariessubsidiaries, which deficiency nor has not been paid in full when due and payable KLA or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor any of its Subsidiaries has constituted either a “distributing corporation” subsidiaries executed any waiver of any statute of limitations on or a “controlled corporation” in a distribution extending the period for the assessment or collection of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Mergerany Tax. (iv) Neither Parent nor Except as is not material to KLA, no audit or other examination of any Return of KLA or any of its Subsidiaries subsidiaries is presently in progress, nor has “participated” in a “listed transaction” (as defined in Section 1.6011-4 KLA or any of the United States Treasury Regulations promulgated under the Code)its subsidiaries been notified of any request for such an audit or other examination. (v) Parent Except as is not aware material to KLA, no adjustment relating to any Returns filed by KLA or any of its subsidiaries has been proposed formally or informally by any fact Tax authority to KLA or circumstance that any of its subsidiaries or any representative thereof and, to the knowledge of KLA, no basis exists for any such adjustment which would be material to KLA. (ivi) would prevent Neither KLA nor any of its subsidiaries has any liability for unpaid Taxes which has not been accrued for or reserved on the Merger from qualifying as a “reorganization” under Section 368(a) of the Code KLA Balance Sheet, whether asserted or (ii) cause Parent unasserted, contingent or otherwise, which is material to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerKLA.

Tax Returns and Audits. (i) All TransEnterix has prepared and timely filed all material Tax Returns required to be filed by relating to any and all Taxes concerning or with respect attributable to Parent TransEnterix, or its operations, and each of its Subsidiaries such Tax Returns have been timely filed (taking into account any extension of time completed in which to file) and in the manner prescribed by law accordance with applicable Legal Requirements in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending TransEnterix has paid or withheld all Taxes required to be paid or withheld with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in their Employees and have paid over to the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentappropriate Taxing authority all such Taxes. (iii) Neither Parent TransEnterix has not executed any outstanding waiver of any statute of limitations on or outstanding extension of the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of TransEnterix is presently in progress, nor has TransEnterix been notified in writing of any request for such an audit or other examination. (v) TransEnterix does not have any liabilities for unpaid Taxes which have not been accrued or reserved on the TransEnterix Balance Sheet in accordance with GAAP, and TransEnterix has not incurred any liability for Taxes since the date of its Subsidiaries TransEnterix Balance Sheet other than in the ordinary course of business. (vi) There are no Liens on the assets of TransEnterix relating to or attributable to Taxes other than Permitted Liens. (vii) TransEnterix is not, nor has been, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (viii) TransEnterix (a) has not 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 TransEnterix), (b) does not owe any amount under any Tax sharing, indemnification or allocation agreement, (c) does not have any liability for the Taxes of any Person (other than TransEnterix ) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign Legal Requirements), as a transferee or successor, by contract, or otherwise. (ix) TransEnterix has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

Tax Returns and Audits. (i) All material Tax Returns required to be filed by or with respect to Parent and each of its Subsidiaries have been The Partnership has timely filed (taking into account any extension valid extensions of the time in which for filing) all Tax returns required to file) have been filed and in the manner prescribed by law all such Tax returns were true, correct and complete in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, the Partnership (whether or not shown on any Tax Return (including all withholding return) that have become due and payroll Taxes), payable have been paid, except for those Taxes that have . The Partnership is not had and are not reasonably expected to have, individually or in currently the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice beneficiary of any claim by extension of time within which to file any Tax Authority return. No claim has ever been made by an authority in any a jurisdiction other than in which where the Partnership does not file Tax returns that it has filed Tax Returns that Parent or any of its Subsidiaries are is or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending The Partnership has withheld and paid all Taxes required to have been withheld and paid in connection with respect amounts paid or owing to any Tax Return of Parent employee, independent contractor, creditor, member, or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentother third party. (iii) The Partnership and Seller have made available to Purchaser (i) correct and complete copies of all Tax returns of the Partnership and (ii) any examination reports, statements of deficiencies and assessments by any governmental authority against or agreed to by the Partnership since the Partnership’s formation. The Partnership does not expect any authority to assess additional Taxes for any period for which Tax returns have been filed. There is no dispute or claim concerning any Tax liability of the Partnership claimed, threatened or otherwise raised by any authority. The Partnership has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (iv) All material liabilities of the Partnership for any unpaid Taxes (whether or not shown to be due on any Tax return) have either (A) been accrued for or reserved on the Partnership financial statements in accordance with GAAP or (B) with respect to material unpaid Taxes that may have accrued since the Balance Sheet Date in connection with the operation of the business of the Partnership have been recorded on the books of the Partnership in the ordinary course. (v) There are no liens or security interests on any of the assets of the Partnership or the Limited Partner Interest that arose in connection with any failure (or alleged failure) to pay any Tax. (vi) The Partnership has not filed any consent agreement under Section 341(f) of the Internal Revenue Code of 1986 (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)(2) of the Code) owned by the Partnership. No property of the Partnership is “tax-exempt use property” within the meaning of Section 168(h) of the Code. The Partnership is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954. (vii) The Partnership is not under any obligation to make a payment that will not be deductible because of the application of Sections 280G, 404, 162(m) and/or 4999 of the Code. The Partnership has disclosed on its Tax returns all positions taken therein that could give rise to a substantial understatement (i) of federal income tax under Code Section 6662 or (ii) of any Tax under a similar provision of state, local or foreign Tax law. The Partnership has not engaged in any transaction which would be treated as a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4 or otherwise been involved in a transaction which would require it to disclose a “reportable transaction.” The Partnership has not been a member of an affiliated group filing a consolidated federal income Tax return and does not have any liability for the Taxes of any Person (other than the Partnership) under Treasury Regulations Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract, or otherwise. The Partnership has not been a party to any Tax allocation or sharing agreement. The Partnership is not currently 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. (viii) The Partnership is and has been in full compliance with all terms and conditions of any Tax exemptions, Tax holidays or other Tax reduction agreements. The consummation of the transactions contemplated herein will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or other Tax reduction agreement or order. (ix) Neither Parent the Partnership nor any of its Subsidiaries has constituted either a “distributing distribution corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Code Section 355 of the Code (a) in the two years year prior to the date of this Agreement or (b) in a distribution which could otherwise constitute part of a “plan” or “series of related transactiontransactions” (within the meaning of Code Section 355(e) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code355(c)). (vx) Parent is not aware The Partnership has not, with respect to any open taxable period, applied for and been granted permission to adopt a change in its method of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” accounting requiring adjustments under Section 368(a) 481 of the Code or comparable state or foreign law. (iixi) cause Parent The Partnership is not a partner in any entity classified as a partnership for federal income Tax purposes. (xii) The Partnership has not made an election under Treasury Regulations Section 301.7701-3 with respect to any entity. (xiii) The Partnership will not be treated required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending prior to, on, or after the Closing Date as other than a corporation pursuant to result of any deferred intercompany gain or any excess loss account described in Treasury Regulations under Code Section 367(a) 1502 (or any corresponding or similar provision of the Code for purposes of the Mergerfederal state, local or foreign income Tax law).

Tax Returns and Audits. (i) All Each of Parent and each Parent Subsidiary (A) has properly completed and timely filed all material Tax Returns required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed it (taking into account any extension of time in which to fileapplicable extensions) and in the manner prescribed by law applicable Law and all such Tax Returns are true, complete and correct in all material respects. All such Tax Returns are ; and (B) has timely paid in full all material respects true, correct Taxes due and complete, and all Taxes owed owing by Parent and its Subsidiaries, whether or not shown on each Parent Subsidiary. Neither Parent nor any Tax Return (including all withholding and payroll Taxes), have been paidParent Subsidiary has executed any written waiver, except for those Taxes in connection with any ongoing Tax examination, of any statute of limitations on, or extended the period for, the assessment or collection of, any material Tax, in each case that have has not had since expired. (ii) There is no Legal Proceeding currently pending and are not reasonably expected served or, to havethe Knowledge of Parent, threatened against Parent or any Parent Subsidiary in respect of any material Tax or material Tax asset, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Parent. None of material liability to Parent or any of its Subsidiaries Parent Subsidiary. No written claim has received notice of any claim been made by any Tax a Governmental Authority in a jurisdiction where Parent or any jurisdiction other than in which it has filed Parent Subsidiary does not file Tax Returns alleging that Parent or any of its Subsidiaries are Parent Subsidiary is or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to . There are no Liens for Taxes on any Tax Return of the assets or properties of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on ParentSubsidiary other than Permitted Liens. (iii) Neither Parent nor any of its Subsidiaries Parent Subsidiary has constituted either a “distributing corporation” received any written notification from the IRS or a “controlled corporation” any other Governmental Authority regarding any Tax issues that (A) are currently pending before the IRS or any other Governmental Authority regarding Parent or any Parent Subsidiary, or (B) have been raised in writing by the IRS or any other Governmental Authority and not yet finally resolved, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a distribution material liability to Parent or any Parent Subsidiary. No Tax Return of stock qualifying for tax-free treatment Parent or any Parent Subsidiary is under Section 355 audit by the IRS or any other Governmental Authority, and any such past audits (if any) have been completed and fully resolved to the satisfaction of the Code applicable Governmental Authority conducting such audit, and all Taxes determined by such audit to be due from Parent or any Parent Subsidiary have been paid in the two years prior full to the date of this Agreement applicable Governmental Authority. Since January 1, 2016, neither Parent nor any Parent Subsidiary has submitted or in a distribution which could otherwise constitute part of a “plan” received any formal and binding letter ruling from the IRS or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Mergerany comparable formal and binding written ruling from any other Governmental Authority. (iv) Neither Parent has established an adequate accrual or reserve for all liabilities from Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in accordance with IFRS, in respect of the periods or portions thereof prior to March 31, 2017, which accrual or reserve as of March 31, 2017 is fully reflected on the Parent Financial Statements. Since March 31, 2017, neither Parent nor any Parent Subsidiary has incurred any liability for Taxes arising outside the ordinary course of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code)business or inconsistent with past custom and practice. (v) Neither Parent is not aware nor any Parent Subsidiary will be required to include any item of income in, or exclude any fact item of deduction from, taxable income in excess of the amount of net operating loss carryovers that are usable after the Closing, for any taxable period (or circumstance that (iportion thereof) would prevent ending after the Merger from qualifying Closing Date as a “reorganization” under result of: (A) the application of Section 368(a) 481 of the Code (or corresponding or similar provisions of state or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, (iiB) cause Parent to be treated any “closing agreement,” as other than a corporation pursuant to described in Section 367(a) 7121 of the Code for purposes (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the MergerClosing Date, or (C) any installment sale or open transaction made on or prior to the Closing date.

Tax Returns and Audits. Except as set forth in Schedule 3.15: (i) All material Tax Each of Parent and Mxxxxx Sub has timely filed all Returns required to be filed by or Pxxxxx and Merger Sub with respect any Tax authority prior to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respectsdate hereof. All such Tax Returns are in all material respects true, correct and complete, . Parent and Merger Sub has paid all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected due with respect to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending with respect to any Tax Return of All Taxes that Parent or any of its Subsidiaries. Merger Sub is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable. (iii) Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries Mxxxxx Sub has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes Tax that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved accrued for in Parent’s books and records of account for the period for which such Tax relates nor is there any Tax deficiency outstanding, proposed or assessed against Parent, nor has Parent Financials, except executed any unexpired waiver of any statute of limitations on or extending the period for delinquencies and deficiencies that, individually the assessment or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor collection of any of its Subsidiaries 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 in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the MergerTax. (iv) Neither To the Knowledge of Parent, no audit or other examination of any Return of Parent or Merger Sub by any Tax authority is presently in progress, nor has Parent or Merger Sub been notified of any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code)request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent is or Merger Sub has been proposed in writing, formally or informally, by any Tax authority to Parent or Merger Sub or any representative thereof. (vi) Neither Parent nor Merger Sub has any liability for any unpaid Taxes which have not aware of been accrued for or reserved on Parent’s balance sheets included in the audited financial statements for the most recent fiscal year ended, whether asserted or unasserted, contingent or otherwise, other than any fact or circumstance liability for unpaid Taxes that (i) would prevent may have accrued since the Merger from qualifying as a “reorganization” under Section 368(a) end of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) most recent fiscal year in connection with the operation of the Code for purposes business of Parent in the Mergerordinary course of business, none of which is material to the business, results of operations or financial condition of Parent.

Tax Returns and Audits. Except as set forth in Schedule 3.15 hereto: (i) All material Tax Returns Grom has timely filed all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes ("Returns") required to be filed by or Grom with respect any Tax authority prior to Parent the date hereof, except such Returns which are not material to Grom. All such Returns are true, correct and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law complete in all material respects. All such Tax Returns are in all material respects true, correct Grom and complete, and each Subsidiary have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit All Taxes that Grom is currently pending with respect required by law to any Tax Return of Parent withhold or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable. (iii) Grom has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and material Tax nor is there is no any material Tax deficiency for any Taxes that is outstanding, proposed or assessed against Grom, nor has Grom executed any unexpired waiver of any statute of limitations on or proposed against Parent extending the period for the assessment or collection of any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor any of its Subsidiaries 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 in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the MergerTax. (iv) Neither Parent No audit or other examination of any Return of Grom by any Tax authority is presently in progress, nor has Grom been notified of any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code)request for such an audit or other examination. (v) Parent No adjustment relating to any Returns filed by Grom has been proposed in writing, formally or informally, by any Tax authority to Grom or any representative thereof. (vi) Grom has no liability for any material unpaid Taxes which have not been accrued for or reserved on Grom's balance sheet included in the audited financial statements for the most recent fiscal year ended, whether asserted or unasserted, contingent or otherwise, which is material to Grom, 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 Grom in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Grom. (vii) Grom has not aware taken any action and does not know of any fact fact, agreement, plan or other circumstance that (i) would is reasonably likely to prevent the Merger Transaction from qualifying as a “reorganization” under within the meaning of Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerCode.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Date will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent has been proposed against formally or informally by any Tax authority to Parent or any representative thereof and, to the knowledge of its SubsidiariesParent, no basis exists for any such adjustment which deficiency would be material to Parent. (vi) Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for Parent's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. (viii) 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 Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by Parent. (ivx) Neither Parent nor is not, and has not been at any time, a "United States real property holding corporation" within the meaning of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent. (xii) Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent. Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Returns required to be filed by or on behalf of the Sellers with respect to Parent and each of its Subsidiaries the Assets, the Transferred Markets, or the Business have been timely filed with the appropriate Taxing Authority in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, complete, and correct for the period for which they were filed. (taking into account ii) Each Seller has fully and timely paid all Taxes it was required to pay with respect to the Assets, the Transferred Markets, or the Business, whether or not reflected on any Tax Return. (iii) No Seller has been notified of, and there are no facts or circumstances known to any Seller that could result in, any claim being asserted with respect to any Taxes described in Section 4.1(k)(ii). There are no unpaid Taxes that are or could become an Encumbrance on the Assets (other than a Permitted Encumbrance), and no Tax liens have been filed against the Assets (other than Permitted Encumbrances). To the Sellers’ Knowledge, there are no Tax liens on the Assets that are Permitted Encumbrances. (iv) No Seller has waived any statute of limitation in respect of Taxes related to the Assets, the Transferred Markets, or the Business, or agreed to any extension of time in which with respect to filea Tax assessment, deficiency, election, or filing related to the Assets, the Transferred Markets, or the Business. (v) and in There is no action, suit, proceeding, investigation, or audit pending or, to the manner prescribed by law in all material respects. All such Sellers’ Knowledge, threatened against the Sellers with respect to any Tax related to the Assets, the Transferred Markets, or the Business. (vi) No Seller has received from any Taxing Authority (including jurisdictions where Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected been filed) any (A) notice indicating an intent to have, individually open an audit or in the aggregate, a Material Adverse Effect on Parent. None of Parent other review; (B) request for information related to Tax matters; or any of its Subsidiaries has received (C) notice of deficiency or proposed adjustment for any claim amount of Tax proposed, asserted, or assessed by any Tax Taxing Authority against such Seller with respect to the Assets, the Transferred Markets, or the Business. (vii) No claim has been made by a Taxing Authority in a jurisdiction where any jurisdiction other than in which it has filed Seller does not file Tax Returns that Parent or any of its Subsidiaries are it is or may be subject to taxation by that jurisdictionjurisdiction with respect to the Assets, the Transferred Markets, or the Business. (iiviii) No Audit is currently pending Each Seller has complied with all applicable Laws relating to the payment and withholding of Taxes (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any person or entity, including any employees, independent contractors, creditors, equity owners, officers, managers and directors, non-resident persons, and any other third parties), have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all applicable Laws, and have properly completed and timely filed all Forms W-2 and 1099 and all other Tax Returns required with respect thereto, in each case, to any Tax Return of Parent the extent related to the Assets, the Transferred Markets, or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on ParentBusiness. (iiiix) Neither Parent nor None of the Assets or Assumed Liabilities is an interest in an entity taxable as a corporation, partnership, trust, or real estate mortgage investment conduit for U.S. federal income Tax purposes. (x) Buyer will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year or period beginning on or after the Effective Time (or any portion of a Straddle Period beginning on or after the Effective Time) as a result of any of its Subsidiaries has constituted either the Assets or Assumed Liabilities constituting a “distributing corporation” prepaid amount or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years advanced payment received prior to the date Effective Time. (xi) No Seller (i) is or ever has been a member of this Agreement or in a distribution which could otherwise constitute part of a an “planaffiliated group” or “series of related transaction” (within the meaning of Section 355(e) 1504 of the Code; and (ii) in conjunction with has any liability for the MergerTaxes of any person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract or otherwise. (ivxii) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that No Seller (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or has Deferred Employment Taxes, and (ii) cause Parent to be treated as other than a corporation has utilized any payroll Tax credits pursuant to Section 367(a) any provision of the Code for purposes CARES Act or other similar provision of the Mergerapplicable Law.

Tax Returns and Audits. Except as may be disclosed by Parent in Section ‎4.15 of the Parent Disclosure Letter or in Parent 2016 SEC Documents: (i) All material Each member of the Parent Group has timely filed all federal, state, local and foreign Tax Returns relating to Taxes required to be filed by or with respect to such member of the Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time Group, in all the jurisdictions in which it is or was required to file) . Such Tax Returns are true and in the manner prescribed by law correct in all material respects. All such Tax Returns are , have been completed in all material respects true, correct and completein accordance with applicable Law, and all Taxes owed required to paid by the Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), Group have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending Parent has delivered or made available to Company correct and complete copies of all Tax Returns (including extensions thereof), examination reports, statements of deficiencies assessed against or agreed to by any member of the Parent Group, and other correspondence with Taxing authorities filed or received with respect to periods beginning on or after January 1, 2010. No member of the Parent Group is a successor to, or alter ego or continuation of, any other entity for U.S. federal Tax purposes. There are no liens for Taxes (other than Taxes not yet due and payable) upon any assets of any member of the Parent Group or its stock or membership interests. All Taxes not yet due and payable have been properly accrued on the books of the applicable member of the Parent Group, and adequate reserves have been established therefor; the charges, accruals and reserves for Taxes provided for on the financial statements delivered to Company are adequate. Any Tax Return of each member of the Parent or any Group required to be filed through the Closing Date (without extensions) shall be properly and timely filed by the Closing, with prior review and consent by Company, unless a valid extension is filed after the date hereof, with the prior consent of its Subsidiaries. Neither Company. (iii) No member of the Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries Group has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against any member of the Parent Group, nor has any member of the Parent Group executed any unexpired waiver or extension of any statute of limitations for the assessment, reassessment or collection of any Tax, and there no power of attorney granted by any member of the Parent Group with respect to any Taxes is currently in force. (iv) Tax Returns of each member of the Parent Group have been audited by applicable Taxing authorities, or have been closed by the applicable statute of limitations, for all periods through 2011; no deficiency adjustments, deficiencies, assessments or reassessments for any Taxes have been proposed, asserted or assessed against any member of the Parent Group by any federal, state, local or foreign taxing authority. (v) No Tax audits or other administrative proceedings, discussions, or court proceedings are presently pending or in progress with regard to any Taxes or Tax Returns of any member of the Parent Group, and no issues are being asserted against any member of the Parent Group in connection with any existing audits or proceedings. (vi) No member of the Parent Group has been a member of any consolidated, combined or unitary group with any entity other than one or more other members of the Parent Group for federal, state, local or foreign Tax purposes. No member of the Parent Group has been party to any joint venture, partnership or other arrangement that could be treated as a partnership for federal income Tax purposes. Except for the equity ownership of the Parent Subsidiaries by Parent, neither Parent nor any Parent Subsidiary has had any subsidiary or equity, or option to acquire equity, in any entity at any time since its formation. (vii) Each member of the Parent Group has (i) withheld all amounts required to be withheld from its employees, agents, contractors and nonresident shareholders and remitted such amounts to the proper agencies; (ii) paid all employer contributions and premiums and (iii) filed all Tax Returns with respect to employee income tax withholdings, Social Security and unemployment taxes and premiums, and other payroll Taxes, all in compliance with the withholding Tax provisions of applicable Tax laws. (viii) No member of the Parent Group has executed or filed any agreement or other document extending the period for assessment, reassessment, or collection of any Taxes, and no power of attorney granted by any member of the Parent Group with respect to any Taxes is outstandingcurrently in force. (ix) No member of the Parent Group has entered into any closing or other agreement which affects any Taxes of any member of the Parent Group for any taxable year ending after the Closing Date. No member of the Parent Group is a party to any Tax sharing agreement or similar arrangement for the sharing of Tax liabilities or benefits. (x) No member of the Parent Group has agreed to or is required to make any adjustment by reason of a change in accounting method that affects any taxable year ending after the Closing Date. No Taxing authority has proposed to any member of the Parent Group any such adjustment or change in accounting methods that affects any taxable year ending after the Closing Date. No member of the Parent Group has any application pending with any Taxing authority requesting permission for any changes in accounting methods that relate to its business or operations and that affects any taxable year ending after the Closing Date. (xi) No asset of any member of the Parent Group is “tax exempt use property” under Code Section 168(h). No portion of the cost of any asset of any member of the Parent Group has been financed directly or indirectly from the proceeds of any tax exempt state or local government obligation described in Code Section 103(a). (xii) None of the assets of any member of the Parent Group is property that any member of the Parent Group is required to treat as being owned by any other person pursuant to the safe harbor lease provision of former Code Section 168(f)(8). (xiii) No member of the Parent Group has or had a permanent establishment in any foreign country and no member of the Parent Group engages, assessed or proposed against Parent or any of its Subsidiaries, which deficiency and has not been paid engaged, in full when due and payable a trade or which business in any foreign country. No claim has been made that any member of the Parent Group has not been adequately reserved for properly paid Taxes or filed Tax Returns in a jurisdiction in which the applicable member of the Parent FinancialsGroup does not file a Tax Return, except for delinquencies and deficiencies that, individually or in nor has any member of the aggregate, have not and are not reasonably expected Parent Group received any notice of any such jurisdiction’s intent to have assert such a Material Adverse Effect on Parentclaim. (iiixiv) Neither In the past five (5) years, no member of the Parent nor Group has been a party to a transaction that has been reported as a reorganization within the meaning of Code section 368 or distributed a corporation (or been distributed) in a transaction that is reported to qualify under Code section 355 or section 356. (xv) No member of the Parent Group has engaged in any of its Subsidiaries has constituted either transaction which is a “distributing corporationlisted transaction” within the meaning of Income Tax Regulation Section 1.6011-4(b)(2), or otherwise a “controlled corporationreportable transaction” in a distribution for purposes of stock qualifying Code Section 6011, that could affect the income Tax liability for tax-free treatment under Section 355 any taxable year not closed by the statute of limitations. No member of the Code in the two years prior Parent Group has disclosed on its federal income Tax Returns any positions taken therein that could reasonably be expected to the date give rise to substantial understatement of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (federal income tax within the meaning of Section 355(e) 6662 of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

Tax Returns and Audits. (i) All material Tax USWeb and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent USWeb and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeUSWeb, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit Except as is currently pending not material to USWeb, USWeb and each of its subsidiaries as of the Effective Time will have withheld with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Except as is not material to USWeb, neither USWeb nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries subsidiaries has been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed or proposed against Parent USWeb or any of its Subsidiariessubsidiaries, nor has USWeb 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. (iv) Except as is not material to USWeb, no audit or other examination of any Return of USWeb or any of its subsidiaries is presently in progress, nor has USWeb or any of its subsidiaries been notified of any request for such an audit or other examination. (v) Except as is not material to USWeb, no adjustment relating to any Returns filed by USWeb or any of its subsidiaries has been proposed formally or informally by any Tax authority to USWeb or any of its subsidiaries or any representative thereof and, to the knowledge of USWeb, no basis exists for any such adjustment which deficiency would be material to USWeb. (vi) Neither USWeb nor any of its subsidiaries has any liability for unpaid Taxes other than Taxes not been paid in full when yet due and payable or Taxes being contested in good faith by appropriate proceedings which has not been adequately accrued for or reserved for in on the Parent FinancialsUSWeb Balance Sheet, except for delinquencies and deficiencies thatwhether asserted or unasserted, individually contingent or in the aggregateotherwise, have not and are not reasonably expected which is material to have a Material Adverse Effect on ParentUSWeb. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for USWeb's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. A-19 (viii) 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 USWeb 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, 404 or 162 of the Code. (ix) Neither USWeb 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) in conjunction with the Mergerowned by USWeb. (ivx) USWeb 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. (xi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by USWeb or any of its subsidiaries. (xii) Neither Parent USWeb nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011subsidiaries is party to or affected by any tax-4 of the United States Treasury Regulations promulgated under the Code)sharing or allocation agreement or arrangement. (vxiii) Parent The USWeb Schedules list (y) any Tax exemption, Tax holiday or other Tax-sharing arrangement that USWeb or any of its subsidiaries has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sharing arrangement and (z) any expatriate tax programs or policies affecting USWeb or any of its subsidiaries. Each of USWeb and its subsidiaries is not aware in full compliance in all material respects with all terms and conditions required to maintain any Tax exemption, Tax holiday or other Tax-sharing arrangement or order of any fact or circumstance that (i) would prevent Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sharing arrangement or order.

Tax Returns and Audits. Except as set forth in Schedule 2.9: ---------------------- (i) All material Tax Returns required to be filed by or with respect to Parent and each on behalf of its Subsidiaries the Company have been or will be filed on a timely filed (taking into account any extension of time basis with the appropriate Governmental Entities in all jurisdictions in which to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in required to be filed, and all material respects such Returns were true, correct and complete, and complete in all respects; (ii) All Taxes owed by Parent and its Subsidiaries, of the Company (whether or not shown reflected on any Tax Return (including all withholding and payroll Taxes), Return) have been fully and timely paid; (iii) No waivers of statutes of limitation have been given or requested with respect to the Company in connection with any Returns; (iv) The Company has duly and timely withheld from employee salaries, wages and other compensation and paid over to the appropriate Governmental Entities all amounts required to be so withheld and paid over for all periods under all applicable laws. (v) All deficiencies asserted or assessments made as a result of any examinations by the Internal Revenue Service (the "IRS") or any other --- Governmental Entity of the federal, foreign, state and local Tax Returns of or covering the Company have been fully paid, except for those Taxes that have not had and there are not reasonably expected to haveno other unpaid deficiencies asserted or assessments made by any Governmental Entity against the Company, individually there are no audits or investigations by any Governmental Entity in progress (of which the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries Company has received notice notice) or, to the knowledge of the Company, pending. (vi) No audit or other examination of any Return of the Company is currently in progress, nor has the Company been notified of any request for such an audit or other examination. No claim has been made by any Tax Authority a Governmental Entity in any a jurisdiction other than in which it has filed where the Company does not file Tax Returns that Parent or any of its Subsidiaries are the Company is or may be subject to taxation by that jurisdiction. (iivii) No Audit is currently pending with respect Neither the Company nor any other person on behalf of the Company: (A) has filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any Tax Return disposition of Parent a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by the Company; (B) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent predecessor provision thereof or any similar provision of its Subsidiariesstate, which deficiency local or foreign law; or (C) has not been paid agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code (and has filed a Form 3115) or any similar provision of state, local or foreign law by reason of a change in full when due and payable accounting method initiated by the Company or which has not been adequately reserved for notice that a Governmental Entity has proposed any such adjustment or change in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentaccounting method. (iiiviii) Neither The Company has provided to Parent nor copies of all federal and state income and all state sales and use Tax Returns for all periods since the dates of the Company's and the Subsidiary's incorporation. (ix) There are (and as of immediately following the Effective Date there will be) no liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens") on the assets of its Subsidiaries the Company relating to or ----- attributable to Taxes. (x) The Company has constituted either a “distributing corporation” no knowledge of any basis for the assertion of any claim relating or a “controlled corporation” attributable to Taxes which, if adversely determined, would result in a distribution any Lien on the assets of stock qualifying for the Company. (xi) None of the Company's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code) in conjunction with the Merger. (ivxii) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 As of the United States Treasury Regulations promulgated under 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 the Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 280G or 162 of the Code). (vxiii) Parent The Company is not aware of a party to a tax sharing or allocation agreement nor does the Company owe any fact or circumstance that amount under any such agreement. The Company (i) would prevent has not been a member of an affiliated group filing a consolidated income tax Return under Section 1501 of the Merger from qualifying Code (or any similar provision of state, local or foreign law) other than the affiliated group of which the Company is the common parent, and (ii) has no liability for Taxes of any person under Treasury Regulations (S) 1.1502-6 (or any similar provision of state, local or foreign law) as a “reorganization” under Section 368(atransferee or successor by contract or otherwise. (xiv) The unpaid taxes of the Company (A) did not, as of February 28, 1999, exceed the reserve for tax liability set forth on the face (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) of the Code or Company February Balance Sheet; and (iiB) cause Parent to be treated do not exceed that reserve as other than adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing Returns. (xv) The Company is not, and has not been at any time, a corporation pursuant to "United States real property holding corporation" within the meaning of Section 367(a897(c)(2) of the Code for purposes of the MergerCode.

Tax Returns and Audits. (i) All material Tax The Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to the Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending The Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) The Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against the Parent, nor has the Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of the Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by the Parent has been proposed against formally or informally by any Tax authority to the Parent or any representative thereof and, to the knowledge of its Subsidiariesthe Parent, no basis exists for any such adjustment, which deficiency would be material to the Parent. (vi) The Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to the Parent, and the Parent has not incurred any liability for Taxes other than in the ordinary course of business since the date of the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on ParentBalance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for the Parent's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. (viii) 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 the Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) The Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with owned by the MergerParent. (ivx) Neither The Parent nor is not, and has not been at any time, a "United States real property holding corporation" within the meaning of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by the Parent. (xii) The Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Disclosure Letter lists (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that the Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting the Parent. Each of the Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Integrated and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to the Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in which subsidiaries, except such Returns that are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent shown to be due on such Returns. Integrated as of the Effective Time will have withheld and its Subsidiariespaid over, whether or not shown on any Tax Return (including all withholding and payroll Taxes)as appropriate, have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiariesemployees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. Neither Parent nor any of its Subsidiaries Integrated has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Integrated, nor has Integrated executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. No audit or other examination of any Return of Integrated is presently in progress, and there is nor has Parent been notified of any request for such an audit or other examination. No adjustment relating to any Returns filed by Integrated has been proposed formally or informally by any Tax authority to Integrated or any representative thereof and, to the knowledge of Integrated, no deficiency basis exists for any such adjustment which would be material to Integrated. Integrated has no liability for unpaid Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately accrued for or reserved on Integrated Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Integrated, and the Parent has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor any ordinary course of its Subsidiaries 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 in the two years prior to business since the date of this Agreement or in a distribution which could otherwise constitute part the Parent Balance Sheet. None of a “plan” or “series of related transaction” (Integrated's assets are treated as "tax-exempt use property" within the meaning of Section 355(e168(h) of the Code. 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 Integrated that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. Integrated has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Merger. (iv) Neither Parent nor owned by Integrated. Integrated is not, and has not been at any of its Subsidiaries has “participated” in time, a “listed transaction” (as defined in Section 1.6011-4 of the "United States Treasury Regulations promulgated under real property holding corporation" within the Code). (v) Parent is not aware meaning of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a897(c)(2) of the Code Code. Integrated has granted no power of attorney that is currently in force with respect to any matter relating to Taxes payable. Integrated is not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. Integrated Schedules list (iiy) cause Parent to be treated as any Tax exemption, Tax holiday or other than a corporation pursuant to Section 367(aTax-sparing arrangement that Integrated has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Integrated. Each of Integrated and its subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax-sparing arrangement or order of any Governmental Entity and the consummation of the Code for purposes transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of the Mergerany such Tax exemption, Tax holiday or other Tax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Returns required To the extent failure to be filed by do so could reasonably have a Material Adverse Effect or with respect to would materially adversely impact Parent or Buyer, Seller and each of its Subsidiaries has prepared and timely 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 Seller, its Subsidiaries or the operations of Seller and its Subsidiaries and such Returns are true and correct and have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law completed, in all material respects. All such Tax Returns are , in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionaccordance with applicable law. (ii) No Audit is currently pending To the extent failure to do so could reasonably have a Material Adverse Effect or would materially adversely impact Parent or Buyer, Seller and each of its Subsidiaries (A) has paid all Taxes shown to be due on such returns and (B) has withheld with respect to any its employees all federal, state and foreign income taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Return of Act and other Taxes required to be withheld. (iii) To the extent failure to do so could reasonably have a Material Adverse Effect or would materially adversely impact Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent Buyer, neither Seller nor any of its Subsidiaries has been delinquent in the payment of any Tax, and nor is there is no any Tax deficiency for any Taxes that is outstanding, assessed or proposed against Parent Seller, nor has Seller executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Seller or any of its SubsidiariesSubsidiaries is presently in progress, nor has Seller or any of its Subsidiaries been notified in writing of any request for such an audit or other examination pursuant to which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not an assessment could reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither or would materially adversely impact Parent nor any of its Subsidiaries 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 in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code)Buyer. (v) Parent Seller is not aware of, and knows no factual basis for the assertion of any fact or circumstance that (i) material claim for Taxes for which Buyer would prevent the Merger from qualifying become liable as a “reorganization” under Section 368(a) result of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of transactions contemplated by this Agreement and the Code for purposes of the MergerCollateral Agreements.

Tax Returns and Audits. Except as set forth in Schedule 3.8: (i) All material Tax Returns Parent as of the Effective Time will have prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by concerning or attributable to Parent or its operations and its Subsidiaries, whether or not shown on any Tax Return (including all withholding such Returns are true and payroll Taxes), correct and have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or completed in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionaccordance with applicable law. (ii) No Audit Parent as of the Effective Time: (A) will have paid all Taxes it is currently pending required to pay and (B) will have withheld with respect to any Tax Return of its employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is currently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) Parent does not have any liabilities for unpaid Taxes which have not been accrued or reserved against in accordance with GAAP on the Current Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, and there is no deficiency basis for the assertion of any such liability attributable to Parent, its assets or operations. Since the date of the Current Parent Balance Sheet, Parent has not incurred any liabilities for Taxes other than in the ordinary course of business. (vi) Parent has provided to the Company copies of all federal and state income and all state sales and use Tax Returns for all periods since the date of Parent’s incorporation. (vii) There are (and as of immediately following the Effective Time there will be) no Liens (as defined in Section 2.8(a)(vii)) on the assets of Parent relating to or attributable to Taxes. (viii) There is not 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 Parent. (ix) None of Parent’s assets are treated as “tax-exempt use property” within the meaning of Section 168(h) of the Code. (x) 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 Parent that, individually or collectively, could give rise to the payment of any amount that is outstandingwould not be deductible pursuant to Section 280G of the Code. (xi) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Parent. (xii) Parent has (a) never 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 Parent), assessed (b) never been a party to a tax sharing, indemnification or proposed against allocation agreement, nor does Parent owe any amount under any such agreement (c) no liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, which deficiency local or foreign law), as a transferee or successor, 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. (xiii) Parent is not, and has not been paid in full when due and payable or which has not been adequately reserved for in at any time, a “United States real property holding corporation” within the Parent Financials, except for delinquencies and deficiencies that, individually or in meaning of Section 897(c)(2) of the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on ParentCode. (iiixiv) Neither No adjustment relating to any Return filed by Parent nor has been proposed formally or, to the knowledge of Parent, informally by any of its Subsidiaries tax authority to Parent or any representative thereof. (xv) Parent has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying intended to qualify for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactiontransactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

Tax Returns and Audits. (i) All material Tax Integrated has timely filed all Returns relating to Taxes required to be filed by or Integrated, except such Returns that are not material to Integrated, and have paid all Taxes shown to be due on such Returns. Integrated as of the Effective Time will have withheld and paid over, as appropriate, with respect to Parent its employees all federal and each of its Subsidiaries have been timely filed (taking into account any extension of time in which state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to file) and in the manner prescribed by law in all material respectsbe withheld. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or Integrated has not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Integrated, nor has Integrated executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. No audit or other examination of any Return of Integrated is presently in progress, and there is nor has Integrated been notified of any request for such an audit or other examination. No adjustment relating to any Returns filed by Integrated has been proposed formally or informally by any Tax authority to Integrated or any representative thereof and, to the knowledge of Integrated, no deficiency basis exists for any such adjustment which would be material to Integrated. Integrated has no liability for unpaid Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately accrued for or reserved on Integrated Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Integrated, and the Parent has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor any ordinary course of its Subsidiaries 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 in the two years prior to business since the date of this Agreement or in a distribution which could otherwise constitute part the Parent Balance Sheet. None of a “plan” or “series of related transaction” (Integrated's assets are treated as "tax-exempt use property" within the meaning of Section 355(e168(h) of the Code. 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 Integrated that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. Integrated has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Merger. (iv) Neither Parent nor owned by Integrated. Integrated is not, and has not been at any of its Subsidiaries has “participated” in time, a “listed transaction” (as defined in Section 1.6011-4 of the "United States Treasury Regulations promulgated under real property holding corporation" within the Code). (v) Parent is not aware meaning of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a897(c)(2) of the Code Code. 22 Integrated has granted no power of attorney that is currently in force with respect to any matter relating to Taxes payable. Integrated is not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. Integrated Schedules list (iiy) cause Parent to be treated as any Tax exemption, Tax holiday or other than a corporation pursuant to Section 367(aTax-sparing arrangement that Integrated has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Integrated. Each of Integrated and its subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax-sparing arrangement or order of any Governmental Entity and the consummation of the Code for purposes transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of the Mergerany such Tax exemption, Tax holiday or other Tax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account subsidiaries with any extension of time in Tax authority, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the payment of any Tax, FUTA and there is no deficiency for any other Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected required to have a Material Adverse Effect on Parentbe withheld. (iii) Neither Parent nor any of its Subsidiaries subsidiaries 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 been delinquent in the two years prior to payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver of 44 any statute of limitations on or extending the date period for the assessment or collection of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Mergerany Tax. (iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof. (vi) Neither Parent nor any of its Subsidiaries subsidiaries has “participated” any liability for unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course. (vii) There is no contract, agreement, plan or arrangement to which Parent is a “listed transaction” party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent 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, 404 or 162(m) of the Code. (viii) Neither Parent 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 1.6011-4 341(f)(4) of the United States Treasury Regulations promulgated under the Code)) owned by Parent. (vix) Neither Parent nor any of its subsidiaries is not aware of party to or has any fact obligation under any tax-sharing, tax indemnity or circumstance that tax allocation agreement or arrangement. (ix) would prevent the Merger from qualifying Except as may be required as a “reorganization” under result of the Merger, Parent and its subsidiaries have not been and will not be required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 368(a) 481 or Section 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing. (iixi) cause Parent to be treated as other than a corporation pursuant to None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 367(a168(h) of the Code for purposes of the MergerCode.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent has been proposed against formally or informally by any Tax authority to Parent or any representative thereof and, to the knowledge of its SubsidiariesParent, no basis exists for any such adjustment which deficiency would be material to Parent. (vi) Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for Parent's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. (viii) 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 Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by Parent. (ivx) Neither Parent nor is not, and has not been at any time, a "United States real property holding corporation" within the meaning of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent . (xii) Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent . Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding which are not material to Parent, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is presently in progress, and there is no deficiency nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Taxes that is outstanding, assessed Returns filed by Parent has been proposed formally or proposed against informally by any Tax authority to Parent or any representative thereof and, to the knowledge of its SubsidiariesParent, no basis exists for any such adjustment which deficiency would be material to Parent. (vi) Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for Parent's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. (viii) 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 Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by Parent. (ivx) Neither Parent nor is not, and has not been at any time, a "United States real property holding corporation" within the meaning of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent. (xii) Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent. Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. Except as set forth in the Disclosure Statement: 6.10.1 The Seller and its Subsidiaries as of the Closing Date (iA) All material Tax will have prepared and 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 Seller and its Subsidiaries or their operations and such Returns are true and correct and have been completed in accordance with applicable law; (B) will have paid or accrued all Taxes they are required to pay or accrue; and (C) will have withheld with respect to their employees all federal and state income taxes, FICA, FUTA and other Taxes required to be filed withheld. 6.10.2 There are no other Taxes that would be due if asserted by or a taxing authority, except with respect to Parent which the Seller is maintaining reserves to the extent currently required by GAAP, and each as of the Closing Date, there will not be any Contract, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Seller or its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to havethat, individually or in the aggregatecollectively, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject could give rise to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any amount that would not be deductible pursuant to Sections 280G or 162 of the Code. Neither the Seller or its subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) 6.10.3 Neither Parent the Seller nor any of its Subsidiaries (A) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment filed any consent agreement under Section 355 341(f) of the Code in or agreed to have Section 341(f)(2) of the two years prior Code apply to the date of this Agreement or in a distribution which could otherwise constitute part any disposition of a “plan” subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Seller or “series its Subsidiaries; (B) is a party to a tax sharing, tax indemnity or tax allocation agreement nor does the Seller or its Subsidiaries owe any amount under any such agreement; (C) has been a member of related transaction” (an affiliated group of corporations, within the meaning of Section 355(e1504 of the Code, other than the affiliated group of which the Seller is the common parent corporation; (D) owns material assets that directly or indirectly secure debt the interest on which is tax-exempt under Section 103(a) of the Code; or (E) in conjunction with the Merger. (iv) Neither Parent nor is, or has been at any of its Subsidiaries has “participated” in time, a “listed transaction” (as defined in Section 1.6011-4 of the "United States Treasury Regulations promulgated under real property holding corporation" within the Code). (v) Parent is not aware meaning of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a897(c)(2) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerCode.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent has been proposed against formally or informally by any Tax authority to Parent or any representative thereof and, to the knowledge of its SubsidiariesParent, no basis exists for any such adjustment which deficiency would be material to Parent. (vi) Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a Parent’s assets are treated as “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “planexempt use property” or “series of related transaction” (within the meaning of Section 355(e168(h) of the Code. (viii) 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 Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by Parent. (ivx) Neither Parent nor is not, and has not been at any of its Subsidiaries has “participated” in time, a “listed transactionUnited States real property holding corporation” (as defined in within the meaning of Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent . (xii) Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent has no (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent . Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax SurePure US and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent SurePure US and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeSurePure US, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending SurePure US and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) SurePure US has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against SurePure US, nor has SurePure US executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of SurePure US is presently in progress, and there is nor has SurePure US been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by SurePure US has been proposed formally or informally by any Tax authority to SurePure US or any representative thereof and, to the knowledge of SurePure US, no deficiency basis exists for any such adjustment which would be material to SurePure US. (vi) SurePure US has no liability for unpaid Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately accrued for or reserved on SurePure US Balance Sheet, whether asserted or unasserted, contingent or -19- otherwise, which is material to SurePure US, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a SurePure US’s assets are treated as “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “planexempt use property” or “series of related transaction” (within the meaning of Section 355(e168(h) of the Code. (viii) 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 SurePure US that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) SurePure US has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by SurePure US. (ivx) Neither Parent nor SurePure US is not, and has not been at any of its Subsidiaries has “participated” in time, a “listed transactionUnited States real property holding corporation” (as defined in within the meaning of Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) Parent No power of attorney that is not aware currently in force has been granted with respect to any matter relating to Taxes payable by SurePure US . (xii) SurePure US is not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) SurePure US has no (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that SurePure US has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting SurePure US . Each of SurePure US and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account subsidiaries with any extension of time in Tax authority, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by shown to be due on such Returns on a timely basis. (ii) Parent and each of its Subsidiariessubsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, whether Taxes pursuant to FICA, Taxes pursuant to the FUTA and other Taxes required to be withheld. (iii) There is no Tax deficiency outstanding, proposed in writing (or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected otherwise to have, individually Parent's knowledge proposed) or in the aggregate, a Material Adverse Effect on Parent. None of assessed against Parent or any of its Subsidiaries subsidiaries, nor has received notice Parent or (iv) No audit or other examination of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from subsidiaries by any Tax Authority that an Audit authority is forthcoming. Neither Parent presently in progress, nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not subsidiaries been paid notified in full when due and payable writing (or which has not been adequately reserved otherwise to Parent's knowledge notified) of any request for in the Parent Financials, except for delinquencies and deficiencies that, individually such an audit or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentother examination. (iiiv) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing by any Tax authority to Parent or any of its subsidiaries. (vi) Neither Parent nor any of its Subsidiaries subsidiaries has constituted either a “distributing corporation” any liability for unpaid Taxes which has not been accrued for or a “controlled corporation” reserved in a distribution of stock qualifying accordance with GAAP on Parent Balance Sheet (or in any Parent SEC Report filed prior to the date hereof, or for tax-free treatment under Section 355 of liabilities accruing following the Code date hereof, in the two years any Parent SEC Report filed prior to the date of the Closing), whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course. (vii) There is no contract, agreement, plan or arrangement to which Parent is a party as of the date of this Agreement Agreement, including but not limited to the provisions of this Agreement, covering any employee or in a distribution which former employee of Parent or any of its subsidiaries that, individually or collectively, could otherwise constitute part give rise to the payment of a “plan” any amount that would not be deductible pursuant to Sections 280G, 404 or “series of related transaction” (within the meaning of Section 355(e162(m) of the Code) in conjunction with the Merger. (ivviii) Neither Parent nor any of its Subsidiaries subsidiaries has “participated” in 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 “listed transaction” subsection (f) asset (as defined in Section 1.6011-4 341(f)(4) of the United States Treasury Regulations promulgated under the Code)) owned by Parent. (vix) Neither Parent nor any of its subsidiaries is not aware party to, or has any obligation under, or will have any obligation as a result of any fact or circumstance that (i) would prevent the Merger from qualifying under, any tax-sharing, tax indemnity or tax allocation agreement or arrangement. (x) Except as may be required as a “reorganization” under result of the Merger, Parent and its subsidiaries have not been and will not be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 368(a) 481 or Section 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Closing and with respect to which the applicable statute of limitations has not passed. (iixi) cause Parent to be treated as other than a corporation pursuant to None of Parent's or its subsidiaries' assets are tax exempt use property within the meaning of Section 367(a168(h) of the Code for purposes Code. (xii) Parent Schedules list (A) any foreign Tax holidays, (B) any intercompany transfer pricing agreements, or other arrangements that have been established by Parent or any of the Mergerits subsidiaries with any Tax authority and (C) any expatriate programs or policies affecting Parent or any of its subsidiaries.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any Taxemployees all federal and state, local and/or foreign income taxes, FICA, FUTA and there is no deficiency for any other Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected required to have a Material Adverse Effect on Parentbe withheld. (iii) Neither Parent nor any of its Subsidiaries subsidiaries 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 been delinquent in the two years prior to payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any waiver of any statute of limitations on or extending the date period for the assessment or collection of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Mergerany Tax. (iv) No audit or other examination of any Return of Parent or any of its subsidiaries is presently in progress, nor has Parent or any of its subsidiaries been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed formally or informally by any Tax authority to Parent or any of its subsidiaries or any representative thereof and, to the knowledge of Parent, no basis exists for any such adjustment which would be material to Parent. (vi) Neither Parent nor any of its Subsidiaries subsidiaries has “participated” any liability for unpaid Taxes which has not been accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the ordinary course of business since the date of the Company Balance Sheet. (vii) None of Parent's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code. (viii) 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 Parent 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 or 404 of the Code. (ix) Neither Parent 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 “listed transaction” subsection (f) asset (as defined in Section 1.6011-4 341(f)(4) of the United States Treasury Regulations promulgated under the Code)) owned by Parent. (vx) Parent is not, and has not aware been at any time, a "United States real property holding corporation" within the meaning of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a897(c)(2) of the Code Code. (xi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent or any of its subsidiaries. (iixii) cause Neither Parent nor any of its subsidiaries is or has been a member of a consolidated, combined or affiliated group or is a party to be treated as or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other than a corporation pursuant to Section 367(aTax-sparing arrangement that Parent or any of its subsidiaries has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent or any of its subsidiaries. Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax-sparing arrangement or order of any Governmental Entity and the consummation of the Code for purposes transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of the Mergerany such Tax exemption, Tax holiday or other Tax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against Parent, nor has Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent has been proposed against formally or informally by any Tax authority to Parent or any representative thereof and, to the knowledge of its SubsidiariesParent, no basis exists for any such adjustment which deficiency would be material to Parent. (vi) Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a Parent’s assets are treated as “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “planexempt use property” or “series of related transaction” (within the meaning of Section 355(e168(h) of the Code. (viii) 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 Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with the Mergerowned by Parent. (ivx) Neither Parent nor is not, and has not been at any of its Subsidiaries has “participated” in time, a “listed transactionUnited States real property holding corporation” (as defined in within the meaning of Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Parent . (xii) Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Parent. Each of Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All EpiCept and each of its subsidiaries have timely filed all material Tax Returns federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to Taxes required to be filed by or with respect to Parent EpiCept and each of its Subsidiaries have been timely filed (taking into account subsidiaries with any extension of time in which to file) and in the manner prescribed by law in all material respectsTax authority. All such Tax Such Returns are true and correct in all material respects true, correct and complete, have been completed in accordance with applicable law. EpiCept and each of its subsidiaries have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent EpiCept nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries subsidiaries has been delinquent in the payment of any Tax, and material Tax nor is there is no any material Tax deficiency for any Taxes that is or adjustment outstanding, proposed or assessed or proposed against Parent EpiCept or any of its Subsidiariessubsidiaries, which deficiency nor has not been paid in full when due and payable EpiCept or which has not been adequately reserved any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for in the Parent Financials, except for delinquencies and deficiencies that, individually assessment or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentcollection of any material Tax. (iii) No audit or administrative or court proceeding with respect to any material Return of EpiCept or any of its subsidiaries by any Governmental Authority is presently in progress, nor has EpiCept or any of its subsidiaries been notified in writing of any request for such an audit or other proceeding. (iv) Neither Parent EpiCept nor any of its Subsidiaries subsidiaries had, as of June 30, 2005, any liability for any material unpaid Taxes that has not been accrued or reserved against on the EpiCept Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise. Since June 30, 2005, neither EpiCept nor any of its subsidiaries has incurred any liability for any material Taxes other than in the ordinary course of business. (v) There is no contract, agreement, plan or arrangement to which EpiCept or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of EpiCept or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment that would not be deductible pursuant to Sections 404 or 280G or 162(m) of the Code. There is no contract, agreement, plan or arrangement to which EpiCept or any of its subsidiaries is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code. (vi) Neither EpiCept nor any of its subsidiaries (a) is party to or has any obligation under any Tax sharing, indemnity or allocation agreement or arrangement, (b) has 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 EpiCept), or (c) has any liability for the Taxes of any person (other than EpiCept 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. (vii) Neither EpiCept nor any of its subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying intended to qualify for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactiontransactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (ivviii) Neither Parent nor EpiCept is not and has not been a “United States real property holding corporation” within the meaning of Section 897 of the Code during the five-year period ending on the Closing Date. (ix) EpiCept has made available to Maxim correct and complete copies of (i) all income and other material Returns of the EpiCept and its subsidiaries for the preceding three taxable years and (ii) any audit report issued within the last three years (or otherwise with respect to any audit or proceeding in progress) relating to all income and other material Taxes of EpiCept or any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code)subsidiaries. (vx) Parent No claim has been made by a Taxing Authority in a jurisdiction where EpiCept or any of its subsidiaries does not file Returns that EpiCept or a subsidiary of EpiCept is not aware of any fact or circumstance may be subject to taxation in that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Mergerjurisdiction.

Tax Returns and Audits. (ia) All material The Parent and the Sub each has filed all Tax Returns that it was required to be filed by or with respect to Parent file. All Tax Returns were correct and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law complete in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by either the Parent and its Subsidiaries, or the Sub (whether or not shown on any Tax Return (including all withholding and payroll Taxes), Return) have been paid, except for those Taxes that have not had and are not reasonably expected . Neither the Parent nor the Sub currently is the beneficiary of any extension of time within which to have, individually or file any Tax Return. No claim has ever been made by an authority in a jurisdiction where either the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed the Sub does not file Tax Returns that Parent or any of its Subsidiaries are it is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of the Parent and the Sub that arose in connection with any failure (or alleged failure) to pay any Tax. (iib) The Parent and the Sub have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) No Audit holder of Parent Common Stock or director or officer (or employee responsible for Tax matters) of the Parent or the Sub expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is currently pending no dispute or claim concerning any Tax Liability of the Parent or the Sub either (A) claimed or raised by any authority in writing or (B) as to which any holder of Parent Common Stock and the directors and officers (and employees responsible for Tax matters) of the Parent and the Sub has knowledge based upon personal contact with any agent of such authority. Schedule 5.15 lists all federal, state, local, and foreign income Tax Returns filed with respect to any the Parent and the Sub for taxable periods ended on or after December 31, 1995, lists all Tax Return Returns that have been audited, and lists all Tax Returns that currently are the subject of audit. The Parent has delivered to the Company correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or any of its Subsidiaries. agreed to by the Parent and the Sub since December 31, 1995. (d) Neither the Parent nor the Sub has waived any statute of its Subsidiaries has received limitations in respect of Taxes or agreed to any communication from extension of time with respect to a Tax assessment or deficiency. (e) The unpaid Taxes of the Parent and the Sub (A) did not, as of September 30, 1997, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax Authority that an Audit is forthcoming. Neither income) set forth on the face of the latest consolidated balance sheet of the Parent nor (rather than in any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for notes thereto) included in the Parent Financials, except SEC Documents and (B) do not exceed that reserve as adjusted for delinquencies the passage of time through the Closing Date in accordance with the past custom and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) Neither Parent nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 practice of the Code Parent and the Sub in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Mergerfiling their Tax Returns. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

Tax Returns and Audits. (i) All material Tax The Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to the Parent and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending The Parent and each of its subsidiaries as of the Effective Time will have withheld and paid over, as appropriate, with respect to any Tax Return of its employees all federal and state, local and/or foreign income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) The Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has not been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed against the Parent, nor has the Parent executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of the Parent is presently in progress, nor has Parent been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by the Parent has been proposed against formally or informally by any Tax authority to the Parent or any representative thereof and, to the knowledge of its Subsidiariesthe Parent, no basis exists for any such adjustment which deficiency would be material to the Parent. (vi) The Parent has not been paid in full when due and payable or no liability for unpaid Taxes which has not been adequately accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to the Parent, and the Company has not incurred any liability for Taxes other than in the Parent Financials, except for delinquencies and deficiencies that, individually or in ordinary course of business since the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parentdate of the Company Balance Sheet. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for the Parent's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. (viii) 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 the Parent that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. (ix) The Parent has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) in conjunction with owned by the MergerParent. (ivx) Neither The Parent nor is not, and has not been at any time, a "United States real property holding corporation" within the meaning of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 897(c)(2) of the United States Treasury Regulations promulgated under the Code). (vxi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by the Parent . (xii) The Parent is not aware not, nor has it been, a member of a consolidated, combined or affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. (xiii) The Parent Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that the Parent has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting the Parent. Each of the Parent and its subsidiaries is in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Returns Tencor and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by or with respect to Parent Tencor and each of its Subsidiaries have been timely filed (taking into account any extension of time in subsidiaries, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeTencor, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit Except as is currently pending not material to Tencor, Tencor and each of its subsidiaries as of the Effective Time will have withheld with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld. (iii) Except as is not material to Tencor, neither Tencor nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries subsidiaries has been delinquent in the payment of any Tax, and Tax nor is there is no any Tax deficiency for any Taxes that is outstanding, proposed or assessed or proposed against Parent Tencor or any of its Subsidiariessubsidiaries, nor has Tencor 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. (iv) Except as is not material to Tencor, no audit or other examination of any Return of Tencor or any of its subsidiaries is presently in progress, nor has Tencor or any of its subsidiaries been notified of any request for such an audit or other examination. (v) Except as is not material to Tencor, no adjustment relating to any Returns filed by Tencor or any of its subsidiaries has been proposed formally or informally by any Tax authority to Tencor or any of its subsidiaries or any representative thereof and, to the knowledge of Tencor, no basis exists for any such adjustment which deficiency would be material to Tencor. (vi) Neither Tencor nor any of its subsidiaries has not been paid in full when due and payable or any liability for unpaid Taxes which has not been adequately accrued for or reserved for in on the Parent FinancialsTencor Balance Sheet, except for delinquencies and deficiencies thatwhether asserted or unasserted, individually contingent or in the aggregateotherwise, have not and are not reasonably expected which is material to have a Material Adverse Effect on ParentTencor. (iiivii) Neither Parent nor any None of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for Tencor's assets are treated as "tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (exempt use property" within the meaning of Section 355(e168(h) of the Code. (viii) 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 Tencor 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, 404 or 162 of the Code. (ix) Neither Tencor 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) in conjunction with the Mergerowned by Tencor. (ivx) Tencor 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. (xi) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by Tencor or any of its subsidiaries. (xii) Neither Parent Tencor nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011subsidiaries is party to or affected by any tax-4 of the United States Treasury Regulations promulgated under the Code)sharing or allocation agreement or arrangement. (vxiii) Parent The Tencor Schedules list (y) any Tax exemption, Tax holiday or other Tax-sparing arrangement that Tencor or any of its subsidiaries has in any jurisdiction, including the nature, amount and lengths of such Tax exemption, Tax holiday or other Tax-sparing arrangement and (z) any expatriate tax programs or policies affecting Tencor or any of its subsidiaries. Each of Tencor and its subsidiaries is not aware in full compliance with all terms and conditions of any fact Tax exemption, Tax holiday or circumstance that (i) would prevent other Tax-sparing arrangement or order of any Governmental Entity and the Merger from qualifying as a “reorganization” under Section 368(a) consummation of the Code transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the MergerTax-sparing arrangement or order.

Tax Returns and Audits. (i) All material Tax Parent and each of its subsidiaries have timely filed all Returns relating to Taxes required to be filed by or with respect to Parent and each of its Subsidiaries have been timely filed (taking into account subsidiaries with any extension of time in Tax authority, except such Returns which are not material to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and completeParent, and have paid all Taxes owed by Parent and its Subsidiaries, whether or not shown to be due on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject to taxation by that jurisdictionsuch Returns. (ii) No Audit is currently pending Parent and each of its subsidiaries as of the Effective Time will have withheld with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in employees all federal and state income taxes, Taxes pursuant to FICA, Taxes pursuant to the payment of any Tax, FUTA and there is no deficiency for any other Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected required to have a Material Adverse Effect on Parentbe withheld. (iii) Neither Parent nor any of its Subsidiaries subsidiaries 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 been delinquent in the two years prior payment of any Tax nor is there any Tax deficiency outstanding, proposed in writing (or otherwise, to Parent's knowledge, proposed) or assessed against Parent or any of its subsidiaries, nor has Parent or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the date period for the assessment or collection of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) in conjunction with the Mergerany Tax. (iv) No audit or other examination of any Return of Parent or any of its subsidiaries by any Tax authority is presently in progress, nor has Parent or any of its subsidiaries been notified in writing (or otherwise, to Parent's knowledge, notified) of any request for such an audit or other examination. (v) No adjustment relating to any Returns filed by Parent or any of its subsidiaries has been proposed in writing by any Tax authority to Parent or any of its subsidiaries or any representative thereof. (vi) Neither Parent nor any of its Subsidiaries subsidiaries has “participated” any liability for unpaid Taxes which has not been accrued for or reserved on Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of Parent Balance Sheet in connection with the operation of the business of Parent and its subsidiaries in the ordinary course. (vii) There is no contract, agreement, plan or arrangement to which Parent is a “listed transaction” party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Parent 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, 404 or 162(m) of the Code. (viii) Neither Parent 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 1.6011-4 341(f)(4) of the United States Treasury Regulations promulgated under the Code)) owned by Parent. (vix) Neither Parent nor any of its subsidiaries is not aware of party to or has any fact obligation under any tax-sharing, tax indemnity or circumstance that tax allocation agreement or arrangement. (ix) would prevent the Merger from qualifying Except as may be required as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes result of the Merger., Parent and its subsidiaries have not been and will not be required to include any adjustment in Taxable income for any Tax period (or portion thereof)

Tax Returns and Audits. Except as set forth in the Disclosure Statement: 6.10.1 The Seller and its Subsidiaries as of the Closing Date (iA) All material Tax will have prepared and 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 Seller and its Subsidiaries or their operations and such Returns are true and correct and have been completed in accordance with applicable law; (B) will have paid or accrued all Taxes they are required to pay or accrue; and (C) will have withheld with respect to their employees all federal and state income taxes, FICA, FUTA and other Taxes required to be filed withheld. 6.10.2 There are no other Taxes that would be due if asserted by or a taxing authority, except with respect to Parent which the Seller is maintaining reserves to the extent currently required by GAAP, and each as of the Closing Date, there will not be any Contract, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Seller or its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by Parent and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to havethat, individually or in the aggregatecollectively, a Material Adverse Effect on Parent. None of Parent or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that Parent or any of its Subsidiaries are or may be subject could give rise to taxation by that jurisdiction. (ii) No Audit is currently pending with respect to any Tax Return of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither Parent nor any of its Subsidiaries has been delinquent in the payment of any amount that would not be deductible pursuant to Sections 280G or 162 of the Code. Neither the Seller or its subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against Parent or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Parent Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on Parent. (iii) 6.10.3 Neither Parent the Seller nor any of its Subsidiaries (A) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment filed any consent agreement under Section 355 341(f) of the Code in or agreed to have Section 341(f)(2) of the two years prior Code apply to the date of this Agreement or in a distribution which could otherwise constitute part any disposition of a “plan” or “series of related transaction” subsection (within the meaning of f) asset (as defined in Section 355(e341(f)(4) of the Code) in conjunction with the Merger. (iv) Neither Parent nor any of its Subsidiaries has “participated” in a “listed transaction” (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code). (v) Parent is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a “reorganization” under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.owned by the