Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Pubco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Pubco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Pubco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Pubco by a taxing authority in a jurisdiction where the Company Pubco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Pubco did not, as of the Company Pubco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Pubco Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Pubco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPubco. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Pubco or is being asserted against the CompanyPubco, no audit of any Tax Return of the Company Pubco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Pubco and is currently in effect. The Company Pubco has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Pubco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Pubco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Pubco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Pubco by a taxing authority in a jurisdiction where the Company Pubco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Pubco did not, as of the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, neither the Company nor any of its subsidiaries Pubco has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Pubco will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPubco. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Pubco or is being asserted against the CompanyPubco, no audit of any Tax Return of the Company Pubco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Pubco and is currently in effect. The Company Pubco has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Parent and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Parent and each of its Subsidiaries has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Neither Parent nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Parent or any of its Subsidiaries by a taxing authority in a jurisdiction where the Company Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Parent did not, as of the Company Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Parent Balance Sheet Date, neither the Company nor any of its subsidiaries Parent has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Parent and its subsidiaries Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Parent or any of its Subsidiaries or is being asserted against the CompanyParent or any of its Subsidiaries, no audit of any Tax Return of the Company Parent or any of its Subsidiaries is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Parent or any of its Subsidiaries and is currently in effect. The Company Parent has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Parent has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has Parent have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Parent is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Parent by a taxing authority in a jurisdiction where the Company Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Parent did not, as of the Company Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Parent Balance Sheet Date, neither the Company Parent nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Parent and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Parent or is being asserted against the CompanyParent, no audit of any Tax Return of the Company Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Parent and is currently in effect. The Company Parent has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) . • No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did have not, as of the Company Company’s Balance Sheet Date, exceed exceeded the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) . No material Material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Pubco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Pubco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Pubco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Pubco by a taxing authority in a jurisdiction where the Company Pubco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Pubco did not, as of the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, neither the Company nor any of its subsidiaries Pubco has not incurred any liability for Taxes outside the ordinary course Ordinary Course of business Business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Pubco will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPubco. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Pubco or is being asserted against the CompanyPubco, no audit of any Tax Return of the Company Pubco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Pubco and is currently in effect. The Company Pubco has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company OTM has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has OTM have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company OTM is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company OTM by a taxing authority in a jurisdiction where the Company OTM does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company OTM did not, as of the Company Balance Sheet Datedate of the OTM Unaudited Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, date of the OTM Unaudited Financial Statements neither the Company OTM nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company OTM and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyOTM . (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company OTM or is being asserted against the CompanyOTM, no audit of any Tax Return of the Company OTM is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company OTM and is currently in effect. The Company OTM has 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. (iii) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Existing Company has Entities have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it them (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Existing Company has Entities have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Existing Company is Entities are not currently the beneficiary beneficiaries of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Existing Company Entities by a taxing authority in a jurisdiction where the Existing Company does Entities do not file Tax Returns that it is they are or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Existing Company Entities did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Existing Company nor any of its subsidiaries has Entities have not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Existing Company and its subsidiaries Entities will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyExisting Company Entities. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of any of the Existing Company Entities or is being asserted against any of the CompanyExisting Company Entities, no audit of any Tax Return of any of the Existing Company Entities is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by any of the Existing Company Entities and is currently in effect. The Existing Company has Entities 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company RemSleep Holdings has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company RemSleep Holdings has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company RemSleep Holdings is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company RemSleep Holdings by a taxing authority in a jurisdiction where the Company RemSleep Holdings does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company RemSleep Holdings did not, as of the Company RemSleep Holdings Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company RemSleep Holdings Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company RemSleep Holdings and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyRemSleep Holdings. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company RemSleep Holdings or is being asserted against the CompanyRemSleep Holdings, no audit of any Tax Return of the Company RemSleep Holdings is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company RemSleep Holdings and is currently in effect. The Company RemSleep Holdings has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Except as set forth on Schedule 3.11, the Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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 shareholder or other third party. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Pubco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All extensions)All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Pubco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company required)Pubco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Pubco by a taxing authority in a jurisdiction where the Company Pubco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Pubco did not, as of the Company Pubco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since thereto)Since the Company Pubco Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Pubco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPubco. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Pubco or is being asserted against the CompanyPubco, no audit of any Tax Return of the Company Pubco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Pubco and is currently in effect. The Company Pubco has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All extensions)All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The required)The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since thereto)Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company SHE has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company SHE has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company SHE is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company SHE by a taxing authority in a jurisdiction where the Company SHE does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company SHE did not, as of the Company SHE Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company SHE Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company SHE and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanySHE. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company SHE or is being asserted against the CompanySHE, no audit of any Tax Return of the Company SHE is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company SHE and is currently in effect. The Company SHE has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Seller has timely filed with all U.S. federal income Tax Returns and Combined Returns and each of the appropriate taxing authorities Acquired Companies has timely filed all other Tax Returns required to be filed by it (taking into account them for taxable periods prior to the Closing Date, except, as to such Tax Returns, to the extent that any failure to have filed, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies, and all applicable extensions). All such Tax Returns are true, were true and correct and complete in all material respects. All Seller and the Acquired Companies have paid all Taxes shown to be due on such Tax Returns and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or all other Taxes otherwise addressed due, except to the Company by a taxing authority extent that any failure so to pay, individually or in the aggregate, would not reasonably be expected to result in a jurisdiction where Material Adverse Effect on the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdictionAcquired Companies. The unpaid Taxes of the Company Acquired Companies (i) did not, as of the Company Balance Sheet DateDecember 31, 2003, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements December 31, 2003 balance sheet included within the December Financial Statements and the December 31, 2003 combined balance sheet included within the Non-Insurance Financial Statements and (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability ii) will not exceed such reserve as adjusted for Taxes outside the ordinary course of business consistent with past custom and practice. As of operations through the Closing Date, except to the unpaid Taxes of extent that any failure to reserve, individually or in the Company and its subsidiaries will aggregate, would not exceed reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. Subject to Section 4.8(c), the reserve for Tax liability (excluding any will be prepared in accordance with the past custom and practice of the Acquired Companies in filing their Tax Returns. The reserve for deferred Taxes established to reflect timing differences between book for federal income Taxes and Tax income) set forth state income Taxes for Combined Returns on the books December 31, 2003 balance sheet included within the December Financial Statements and records of the CompanyDecember 31, 2003 combined balance sheet included within the Non-Insurance Financial Statements will be settled prior to the Closing Date pursuant to Section 4.13 or otherwise. (iib) No material claim for unpaid Taxes in writing by a Tax authority has been made or become a lien against the property of the Company or is being asserted against Seller or any Acquired Company and no written notice of audit by a Tax authority has been received by Seller, which, if resolved unfavorably, individually or in the Companyaggregate, no would reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. No audit or examination of any Tax Return of the Acquired Company is being conducted by a tax Tax authority, and no which, if resolved unfavorably, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. No extension of the statute of limitations is in effect on the assessment of any Taxes of the Acquired Companies. None of the Acquired Companies is or has been granted during any year for which the applicable statute of limitations with respect to the payment of federal income Taxes has not yet expired, a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than an affiliated group the common parent of which is or was Seller or has any liability resulting from Taxes of any Person other than the Acquired Companies under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law). (c) Seller is not a “foreign person” within the meaning of Section 1445 of the Code. (d) Each of the Acquired Companies has complied with all applicable laws relating to the payment and withholding of Taxes (i) pursuant to Sections 1441, 1442, 3121 and 3402 of the Code or similar provisions under any state, local or foreign laws) and (ii) with respect to any Policy under Sections 3405, 6047(a) and 6047(d)(1)(B) of the Code or similar provisions under any state, local or foreign laws, except to the extent that any failure to have paid or withheld, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies and has, within the time and manner prescribed by law, withheld from and paid over to the Company and is currently in effect. The Company has proper authorities all amounts required to be so withheld and paid all Taxes over under applicable laws. (e) None of the Acquired Companies shall be required to include in a Tax period ending after the Closing Date taxable income attributable to income that accrued in a prior Tax period but was not recognized in any prior Tax period as a result of the installment method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or comparable provisions of state, local or foreign Tax law. (f) No material liens for Taxes exist with respect to any of the assets or properties of the Acquired Companies except for statutory liens for Taxes not yet due or payable. (g) Each deficiency resulting from any closed audit or examination relating to Taxes of the Seller and the Acquired Companies has been timely paid, except to the extent that any failure to have paid, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. (h) Except as otherwise provided in this Section 2.19(h), each reserve item with respect to the Insurance Subsidiaries, in all material respects, was determined correctly in accordance with the requirements of Sections 807, 811 and 846 of the Code for any tax returns in which any of them were included for the taxable periods ended December 31, 2001 and December 31, 2002, has been consistently and correctly applied with respect to the filing of all tax returns including any of them for all taxable years for which the applicable statute of limitations has not expired, and will be consistently and correctly applied with respect to the filing of any tax returns in which any of them will be included for the taxable period ended December 31, 2003 and the taxable period from January 1, 2004 through the Closing Date when such tax returns are filed (it being understood by Parent and Buyer that in making the representations and warranties in this Section 2.19(h), Seller and GAC are not representing and warranting that the reserves referred to therein or the assets supporting such reserves have been withheld and paid or will be sufficient or adequate for the purpose for which they were established or that reinsurance receivables taken into account in determining the amount of such reserves will be collectible). No representation or warranty is made in this Section 2.19(h) with respect to reserve items in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third partythe implementation of 2001 CSO reserving methodology. (iiii) As used hereinNo Insurance Subsidiary has agreed, “Taxes” shall mean all taxes or is required to make, any adjustment under Section 807(f) of any kind, including, without limitation, those the Code. (j) Each Insurance Subsidiary is and has been taxable as a life insurance company within the meaning of Section 816 of the Code for the taxable period ending on or measured including the Closing date and for all prior taxable periods for which the statute of limitations has not expired. (k) Set forth on Part 2.19(k) of the Seller Disclosure Letter is the policyholders surplus account and the shareholders surplus account (as defined in Section 815 of the Code) for each Insurance Subsidiary as of December 31, 2002 as reported on Seller’s consolidated federal income Tax Return for the taxable year ending on December 31, 2002, which surplus accounts were materially correct as of the date such Tax Returns was filed. (l) All tax sharing agreements to which the Acquired Companies are parties or by which the Acquired Companies are bound will be terminated before closing. None of the Acquired Companies is party to or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed bound by any governmental authoritywritten, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxestax indemnity obligation.

Tax Returns and Tax Payments. (ia) The Company Parent has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Parent has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Parent is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Parent by a taxing authority in a jurisdiction where the Company Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Parent did not, as of the Company Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Parent Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Parent and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Parent or is being asserted against the CompanyParent, no audit of any Tax Return of the Company Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Parent and is currently in effect. The Company Parent has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet DateJuly 31, 2018 exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet DateJuly 31, 2018, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, WWAG has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has WWAG have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Except as set forth on Schedule 3.11, WWAG is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company WWAG by a taxing authority in a jurisdiction where the Company WWAG does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company WWAG did not, as of the Company WWAG Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company WWAG Balance Sheet Date, neither the Company WWAG nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company WWAG and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyWWAG. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company WWAG or is being asserted against the CompanyWWAG, no audit of any Tax Return of the Company WWAG is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company WWAG and is currently in effect. The Company WWAG has 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (a) Except as set forth in Section 3.16 of the Company Disclosure Schedule: (i) The the Company and its Subsidiaries have prepared in good faith and have duly and timely filed (or, as to Subsidiaries, the Company has timely filed with the appropriate taxing authorities on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it (taking into account and all applicable extensions). All such Tax Returns are true, correct complete and complete accurate in all respects. All Taxes due material respects and owing by were prepared in substantial compliance with all applicable laws and regulations; (ii) the Company and its Subsidiaries have paid (or, as to Subsidiaries, the Company has paid on behalf of such Subsidiaries) all Taxes (as defined below) due or has provided (or, as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries) reserves in its financial statements in accordance with GAAP for any Taxes that have not been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and differences), whether or not shown as being due on any Tax incomeReturns; (iii) set forth on neither the face Company nor any of its Subsidiaries has granted any request that remains in effect for waivers or extension of the financial statements time to assess any Taxes, no director or officer (rather than in any notes thereto). Since or employee responsible for Tax matters) of the Company Balance Sheet Dateor any of its Subsidiaries expects any Tax authority to assess any additional Taxes for any period for which Tax Returns have been filed, to the Knowledge of the Company, no federal, state, local, or non-U.S. tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company or any of its Subsidiaries, neither the Company nor any of its subsidiaries Subsidiaries has incurred received from any liability federal, state, local, or non-U.S. Tax authority (including jurisdictions where the Company or its Subsidiaries have not filed Tax Returns) any notice indicating an intent to open an audit or other review, request for Taxes outside information related to Tax matters, or notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against the ordinary course Company or any of business consistent with past custom and practice. As its Subsidiaries; (iv) Neither the Company nor any of its Subsidiaries will be 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 after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) ‘‘closing agreement’’ as described in Code Section 7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the unpaid Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) election under Code Section 108(i). (v) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361; (vi) there are no Liens for Taxes upon the assets of the Company or any Subsidiary, except for Liens for Taxes not yet due and its subsidiaries will not exceed the reserve payable or for Tax liability Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomedifferences) set forth on the books and records of the Company.have been taken in accordance with GAAP; (iivii) No material claim for unpaid Taxes has been made or become a lien against to the property Knowledge of the Company or is being asserted against the Company, no audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a tax Tax authority, and no extension ; (viii) neither the Company nor any of the statute of limitations on the assessment its Subsidiaries has any liability for Taxes of any Taxes has been granted Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) as a transferee or successor, by contract or otherwise; (ix) there are no contracts, agreements or other arrangements which could result in the payment by the Company or by any Subsidiary of an “Excess Parachute Payment” as that term is used in Section 280G of the Code or the payment by the Company or any of its Subsidiaries of compensation which will not be deductible because of Section 162(m) of the Code, in either case, whether because of the transactions contemplated by this Agreement or for any other reason; and (x) There are no agreements or arrangements with respect to the Company or any Subsidiary that are reportable transactions as defined by Treasury Regulation Section 1.6011-4, and is currently in effect. The each of the Company has withheld and paid its Subsidiaries have disclosed on their federal income Tax Returns all Taxes required positions taken therein that would otherwise give rise to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third partya substantial understatement of federal income Tax within the meaning of Code Section 6662. (iiib) As used hereinFor the purposes of this Agreement, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholdingvalue added, property, payroll, employment, exciseunemployment, severanceFICA, stampSocial Security (or similar), occupationescheat, premium customs, unclaimed property, value added, property alternative or add-on minimum, estimated or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authorityGovernmental Entity, domestic or foreign. As used herein, “whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax Return” shall mean liability of any return, report or statement required to be filed with any governmental authority with respect to Taxesother Person.

Tax Returns and Tax Payments. (i) The Company Convenientcast has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Convenientcast has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Convenientcast is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Convenientcast by a taxing authority in a jurisdiction where the Company Convenientcast does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Convenientcast did not, as of the Company Convenientcast Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Convenientcast Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Convenientcast and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyConvenientcast. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Convenientcast or is being asserted against the CompanyConvenientcast, no audit of any Tax Return of the Company Convenientcast is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Convenientcast and is currently in effect. The Company Convenientcast has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Datedate hereof, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Company Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by to the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company PAYM has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has PAYM have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Except as set forth on Schedule 3.02(m), PAYM is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company PAYM by a taxing authority in a jurisdiction where the Company PAYM does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company PAYM did not, as of the Company PAYM Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company PAYM Balance Sheet Date, neither the Company PAYM nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company PAYM and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPAYM. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company PAYM or is being asserted against the Company, PAYM; no audit of any Tax Return of the Company PAYM is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company PAYM and is currently in effect. The Company PAYM has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used hereindisclosed under the PAYM Form 10-Q Quarterly Report for the period ended June 30, “Tax Return” shall mean any return2014, report or statement required on June 18, 2012, PAYM received a letter from the Internal Revenue Service regarding a tax discrepancy for the tax year 2010 which PAYM has reduced to be filed with any governmental authority with respect to Taxesapproximately $0.00 as of April 10, 2015.

Tax Returns and Tax Payments. (i) The Company Explore Anywhere Holding Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Explore Anywhere Holding Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Explore Anywhere Holding Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Explore Anywhere Holding Corp. by a taxing authority in a jurisdiction where the Company Explore Anywhere Holding Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Explore Anywhere Holding Corp. did not, as of the Company Explore Anywhere Holding Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Explore Anywhere Holding Corp. Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Explore Anywhere Holding Corp. and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.Explore Anywhere Holding Corp.. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Explore Anywhere Holding Corp. or is being asserted against the CompanyExplore Anywhere Holding Corp., no audit of any Tax Return of the Company Explore Anywhere Holding Corp. is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Explore Anywhere Holding Corp. and is currently in effect. The Company Explore Anywhere Holding Corp. has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has and its Subsidiaries have timely filed with (or, as to Subsidiaries, the appropriate taxing authorities Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expired. The Company and its Subsidiaries have paid (taking into account or, as to Subsidiaries, the Company has paid on behalf of such Subsidiaries) all applicable extensions). All Taxes (as defined below) shown to be due on such Tax Returns are trueor has provided (or, correct and complete in all respects. All Taxes due and owing by as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries for) reserves in its financial statements for any Taxes that have not been paid (paid, whether or not shown as being due on any Tax Return and whether or not Returns. Neither the Company nor any Tax Return was required). The Company is not currently the beneficiary of its Subsidiaries has requested any extension of time within which to file any Tax Return Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or pay any Taxoutstanding. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien asserted against the property Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material Liens for Taxes upon the assets of the Company or is any Subsidiary except for Liens for Taxes not yet due and payable or for Taxes that are being asserted against the Company, no disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been provided for. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a tax authority, and no extension Governmental Entity. None of the statute Company or any of limitations on its Subsidiaries has made an election under Section 341(f) of the assessment Code. Neither the Company nor any of its Subsidiaries has any liability for Taxes of any Taxes has been granted by individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or owing to any employeecomparable provision of state, independent contractorlocal or foreign law) or by other reason of law (including transferee or successor liability), creditor, stockholder or other third party. (iii) As used herein, “Taxes” shall mean all taxes as a result of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.contractual

Tax Returns and Tax Payments. (i) The Company VAPARIA has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has VAPARIA have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company VAPARIA is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company VAPARIA by a taxing authority in a jurisdiction where the Company VAPARIA does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company VAPARIA did not, as of the Company VAPARIA Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company VAPARIA Balance Sheet Date, neither the Company VAPARIA nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company VAPARIA and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) VAPARIA . No material claim for unpaid Taxes has been made or become a lien against the property of the Company VAPARIA or is being asserted against the CompanyVAPARIA, no audit of any Tax Return of the Company VAPARIA is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company VAPARIA and is currently in effect. The Company VAPARIA has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company TURNKEY has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has TURNKEY have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company TURNKEY is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company TURNKEY by a taxing authority in a jurisdiction where the Company TURNKEY does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company TURNKEY did not, as of the Company Balance Sheet Datedate of the TURNKEY Unaudited Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, date of the TURNKEY Unaudited Financial Statements neither the Company TURNKEY nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company TURNKEY and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyTURNKEY. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company TURNKEY or is being asserted against the CompanyTURNKEY, no audit of any Tax Return of the Company TURNKEY is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company TURNKEY and is currently in effect. The Company TURNKEY has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company NeoHydro Technologies Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company NeoHydro Technologies Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company NeoHydro Technologies Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company NeoHydro Technologies Corp. by a taxing authority in a jurisdiction where the Company NeoHydro Technologies Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company NeoHydro Technologies Corp. did not, as of the Company NeoHydro Technologies Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company NeoHydro Technologies Corp. Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company NeoHydro Technologies Corp. and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.NeoHydro Technologies Corp.. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company NeoHydro Technologies Corp. or is being asserted against the CompanyNeoHydro Technologies Corp., no audit of any Tax Return of the Company NeoHydro Technologies Corp. is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company NeoHydro Technologies Corp. and is currently in effect. The Company NeoHydro Technologies Corp. has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Seller has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Seller by a taxing authority in a jurisdiction where the Company Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Seller Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Seller Balance Sheet Date, neither the Company Seller nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Seller and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. Seller; (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Seller or is being asserted against the CompanySeller, no audit of any Tax Return of the Company Seller is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Seller and is currently in effect. The Company Seller has 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. (iii) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valoremadvalorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company and each of its Subsidiaries has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has and each of its Subsidiaries have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Except as set forth on Schedule 3.11, the Company and each of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company and each of its Subsidiaries by a taxing authority in a jurisdiction where the Company and each of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company and each of its Subsidiaries did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries Subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyCompany and each of its Subsidiaries. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company and each of its Subsidiaries or is being asserted against the CompanyCompany and each of its Subsidiaries, no audit of any Tax Return of the Company and each of its Subsidiaries is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and each of its Subsidiaries and is currently in effect. The Company and each of its Subsidiaries has 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 shareholder or other third party. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect (iprovided the foregoing exception shall not apply to clauses (m) or (n) below): (a) The Company has and the Company Subsidiaries have timely filed with (or, as to the appropriate taxing authorities Company Subsidiaries, the Company has filed on behalf of such Company Subsidiaries) all Tax Returns required to be filed by it (taking into account it, and all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All Taxes due . (b) The Company and owing by the Company Subsidiaries have paid (or, as to the Company Subsidiaries, the Company has been paid (on behalf of such Company Subsidiaries) all Taxes require to be paid, whether or not shown to be due on any Tax Return and Returns or has provided (or, as to the Company Subsidiaries, the Company has made provision on behalf of such Company Subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. (c) Neither the Company nor any of the Company Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. (d) No claim for unpaid Taxes has been asserted against the Company or any of the Company Subsidiaries by a Tax authority. (e) There are no Liens for Taxes upon the assets of the Company or any Company Subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate Proceedings and with respect to which adequate reserves have been taken. (f) No audit of any Tax Return was required). The of the Company or any of the Company Subsidiaries is not currently being conducted by a Tax authority. (g) Neither the beneficiary Company nor any of the Company Subsidiaries (A) is or since January 1, 2011 has been a member of a group (other than a group the common parent of which is the Company and/or any extension of time within which to file any Company Subsidiary and includes only the Company and/or Company Subsidiaries) filing a consolidated, combined, affiliated, unitary or similar income Tax Return or pay (B) has any Tax. No liability for Taxes of any Person (other than the Company or any Company Subsidiary) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law. (h) Neither the Company nor any of the Company Subsidiaries is a party to or bound by or has any obligation under any Tax sharing or similar agreement or arrangement with any third-parties (other than commercial agreements the primary subject matter of which is not Tax matters). (i) Since January 1, 2011, no written claim has ever been made in writing or otherwise addressed to the Company by a taxing any Tax authority in a jurisdiction where the Company does or any of the Company Subsidiaries has not file filed a Tax Returns Return that it is or may be subject to taxation Tax by that such jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability . (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomej) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither Neither the Company nor any of its subsidiaries has incurred the Company Subsidiaries will be required to include any liability item of income in, or exclude any item of deduction from, taxable income for Taxes outside any taxable period (or portion thereof) ending after the ordinary course Closing Date as a result of business consistent with past custom and practice. As any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the unpaid Taxes Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) as a result of Section 108(i) of the Code. (k) None of the Company or any Company Subsidiaries has been a party to any “listed transaction” within the meaning of Section 6011 of the Code and the regulations thereunder. (l) In the last five years, none of the Company or any Company Subsidiaries has distributed stock of another Person or has had its subsidiaries will stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code. (m) Neither the Company nor any Company Subsidiary has taken any action or knows of any fact or circumstance that could reasonably be expected to prevent the Mergers, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (n) To the Knowledge of the Company, the Merger is not exceed part of a plan or series of related transactions that includes the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomeSpin-Off within the meaning of section 355(e) set forth of the Code on the books and records part of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Seller has timely filed with all U.S. federal income Tax Returns and Combined Returns and each of the appropriate taxing authorities Acquired Companies has timely filed all other Tax Returns required to be filed by it (taking into account them for taxable periods prior to the Closing Date, except, as to such Tax Returns, to the extent that any failure to have filed, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies, and all applicable extensions). All such Tax Returns are true, were true and correct and complete in all material respects. All Seller and the Acquired Companies have paid all Taxes shown to be due on such Tax Returns and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or all other Taxes otherwise addressed due, except to the Company by a taxing authority extent that any failure so to pay, individually or in the aggregate, would not reasonably be expected to result in a jurisdiction where Material Adverse Effect on the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdictionAcquired Companies. The unpaid Taxes of the Company Acquired Companies (i) did not, as of the Company Balance Sheet DateDecember 31, 2003, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements December 31, 2003 balance sheet included within the December Financial Statements and the December 31, 2003 combined balance sheet included within the Non-Insurance Financial Statements and (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability ii) will not exceed such reserve as adjusted for Taxes outside the ordinary course of business consistent with past custom and practice. As of operations through the Closing Date, except to the unpaid Taxes of extent that any failure to reserve, individually or in the Company and its subsidiaries will aggregate, would not exceed reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. Subject to Section 4.8(c), the reserve for Tax liability (excluding any will be prepared in accordance with the past custom and practice of the Acquired Companies in filing their Tax Returns. The reserve for deferred Taxes established to reflect timing differences between book for federal income Taxes and Tax income) set forth state income Taxes for Combined Returns on the books December 31, 2003 balance sheet included within the December Financial Statements and records of the CompanyDecember 31, 2003 combined balance sheet included within the Non-Insurance Financial Statements will be settled prior to the Closing Date pursuant to Section 4.13 or otherwise. (iib) No material claim for unpaid Taxes in writing by a Tax authority has been made or become a lien against the property of the Company or is being asserted against Seller or any Acquired Company and no written notice of audit by a Tax authority has been received by Seller, which, if resolved unfavorably, individually or in the Companyaggregate, no would reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. No audit or examination of any Tax Return of the Acquired Company is being conducted by a tax Tax authority, and no which, if resolved unfavorably, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. No extension of the statute of limitations is in effect on the assessment of any Taxes of the Acquired Companies. None of the Acquired Companies is or has been granted during any year for which the applicable statute of limitations with respect to the payment of federal income Taxes has not yet expired, a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than an affiliated group the common parent of which is or was Seller or has any liability resulting from Taxes of any Person other than the Acquired Companies under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law). (c) Seller is not a "foreign person" within the meaning of Section 1445 of the Code. (d) Each of the Acquired Companies has complied with all applicable laws relating to the payment and withholding of Taxes (i) pursuant to Sections 1441, 1442, 3121 and 3402 of the Code or similar provisions under any state, local or foreign laws) and (ii) with respect to any Policy under Sections 3405, 6047(a) and 6047(d)(1)(B) of the Code or similar provisions under any state, local or foreign laws, except to the extent that any failure to have paid or withheld, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies and has, within the time and manner prescribed by law, withheld from and paid over to the Company and is currently in effect. The Company has proper authorities all amounts required to be so withheld and paid all Taxes over under applicable laws. (e) None of the Acquired Companies shall be required to include in a Tax period ending after the Closing Date taxable income attributable to income that accrued in a prior Tax period but was not recognized in any prior Tax period as a result of the installment method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or comparable provisions of state, local or foreign Tax law. (f) No material liens for Taxes exist with respect to any of the assets or properties of the Acquired Companies except for statutory liens for Taxes not yet due or payable. (g) Each deficiency resulting from any closed audit or examination relating to Taxes of the Seller and the Acquired Companies has been timely paid, except to the extent that any failure to have paid, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies. (h) Except as otherwise provided in this Section 2.19(h), each reserve item with respect to the Insurance Subsidiaries, in all material respects, was determined correctly in accordance with the requirements of Sections 807, 811 and 846 of the Code for any tax returns in which any of them were included for the taxable periods ended December 31, 2001 and December 31, 2002, has been consistently and correctly applied with respect to the filing of all tax returns including any of them for all taxable years for which the applicable statute of limitations has not expired, and will be consistently and correctly applied with respect to the filing of any tax returns in which any of them will be included for the taxable period ended December 31, 2003 and the taxable period from January 1, 2004 through the Closing Date when such tax returns are filed (it being understood by Parent and Buyer that in making the representations and warranties in this Section 2.19(h), Seller and GAC are not representing and warranting that the reserves referred to therein or the assets supporting such reserves have been withheld and paid or will be sufficient or adequate for the purpose for which they were established or that reinsurance receivables taken into account in determining the amount of such reserves will be collectible). No representation or warranty is made in this Section 2.19(h) with respect to reserve items in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third partythe implementation of 2001 CSO reserving methodology. (iiii) As used hereinNo Insurance Subsidiary has agreed, “Taxes” shall mean all taxes or is required to make, any adjustment under Section 807(f) of any kind, including, without limitation, those the Code. (j) Each Insurance Subsidiary is and has been taxable as a life insurance company within the meaning of Section 816 of the Code for the taxable period ending on or measured including the Closing date and for all prior taxable periods for which the statute of limitations has not expired. (k) Set forth on Part 2.19(k) of the Seller Disclosure Letter is the policyholders surplus account and the shareholders surplus account (as defined in Section 815 of the Code) for each Insurance Subsidiary as of December 31, 2002 as reported on Seller's consolidated federal income Tax Return for the taxable year ending on December 31, 2002, which surplus accounts were materially correct as of the date such Tax Returns was filed. (l) All tax sharing agreements to which the Acquired Companies are parties or by which the Acquired Companies are bound will be terminated before closing. None of the Acquired Companies is party to or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed bound by any governmental authoritywritten, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxestax indemnity obligation.

Tax Returns and Tax Payments. (i1) The Acquired Company has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Acquired Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Acquired Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Acquired Company by a taxing authority in a jurisdiction where the Acquired Company does not file Tax fileTax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Since inception, Acquired Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii2) No material claim for unpaid Taxes has been made or become a lien against the property of the Acquired Company or is being asserted against the Acquired Company, no audit of any Tax Return of the Acquired Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Acquired Company and is currently in effect. The Acquired Company has 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. (iii3) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, ““ Tax Return” Return “ shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (a) Except as set forth in Section 3.16 of the Company Disclosure Schedule: (i) The the Company and its Subsidiaries have prepared in good faith and have duly and timely filed (or, as to Subsidiaries, as applicable, the Company has timely filed with the appropriate taxing authorities on behalf of such Subsidiaries) all federal and all other material Tax Returns (as defined below) that they were required to be filed by it (taking into account file and all applicable extensions). All such Tax Returns are true, correct complete and complete accurate in all respects. All Taxes due material respects and owing by were prepared in substantial compliance with all applicable laws and regulations; (ii) the Company and its Subsidiaries have paid (or, as to Subsidiaries, as applicable, the Company has paid on behalf of such Subsidiaries) all material Taxes (as defined below) due or has provided (or, as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries) reserves in its financial statements in accordance with GAAP for any material Taxes that have not been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and differences), whether or not shown as being due on any Tax incomeReturns; (iii) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries Subsidiaries has incurred granted any liability request that remains in effect for waivers of the time to assess any Taxes, no administrative or judicial Tax proceedings are pending or being conducted with respect to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received from any federal, state, local, or non-U.S. Tax authority (including jurisdictions where the Company or its Subsidiaries have not filed Tax Returns) any notice indicating an intent to open a Tax audit or other Tax review, request for information related to Tax matters (that has not since been closed or resolved without audit or review), or notice of deficiency or proposed adjustment that has not been finally resolved, for any amount of Tax proposed, asserted, or assessed by any taxing authority against the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361; (v) there are no Liens for Taxes outside upon the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes assets of the Company or any Subsidiary, except for Liens for Taxes not yet due and its subsidiaries will not exceed the reserve payable or for Tax liability Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomedifferences) set forth on the books and records of the Company.have been taken in accordance with GAAP; (iivi) No material claim for unpaid Taxes has been made or become a lien against to the property Knowledge of the Company or is being asserted against the Company, no audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a tax Tax authority, and no extension ; (vii) neither the Company nor any of the statute of limitations on the assessment its Subsidiaries has any liability for Taxes of any Taxes has been granted by Person (other than the Company and is currently its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or as a transferee or successor; (viii) neither the Company nor any Subsidiary has participated in effect. The any arrangements which are reportable transactions as defined by Treasury Regulation Section 1.6011-4, and each of the Company has withheld and paid its Subsidiaries have disclosed on their federal income Tax Returns all Taxes required positions taken therein that would otherwise give rise to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third partya substantial understatement of federal income Tax within the meaning of Code Section 6662. (iiib) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholdingvalue added, property, payroll, employment, exciseunemployment, severanceFICA, stampSocial Security (or similar), occupationescheat, premium customs, unclaimed property, value added, property alternative or add-on minimum, estimated or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authorityGovernmental Entity, domestic or foreign. As used herein, “Tax Return” shall mean any return, report whether disputed or statement required to be filed with any governmental authority with respect to Taxesnot.

Tax Returns and Tax Payments. (a) Except as set forth in Section 3.16 of the Company Disclosure Schedule: (i) The the Company and its Subsidiaries have prepared in good faith and have duly and timely filed (or, as to Subsidiaries, the Company has timely filed with the appropriate taxing authorities on behalf of such Subsidiaries) all material Tax Returns (as defined below) required to be filed by it (taking into account and all applicable extensions). All such Tax Returns are true, correct complete and complete accurate in all material respects. All Taxes due ; (ii) the Company and owing by its Subsidiaries have paid (or, as to Subsidiaries, the Company has paid on behalf of such Subsidiaries) all material Taxes (as defined below) shown to be due on their Tax Returns or has provided (or, as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries) reserves in its financial statements for any Taxes that have not been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and differences), whether or not shown as being due on any Tax incomeReturns; (iii) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries Subsidiaries has incurred granted any liability request that remains in effect for waivers of the time to assess any Taxes; (iv) no claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (v) there are no Liens for Taxes outside upon the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes assets of the Company or any Subsidiary, except for Liens for Taxes not yet due and its subsidiaries will not exceed the reserve payable or for Tax liability Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomedifferences) set forth on the books and records of the Company.have been taken; (iivi) No material claim for unpaid Taxes has been made or become a lien against to the property knowledge of the Company or is being asserted against the Company, no audit of any material Tax Return of the Company or any of its Subsidiaries is being conducted by a tax Tax authority, and no extension ; (vii) neither the Company nor any of the statute of limitations on the assessment its Subsidiaries has any liability for Taxes of any Taxes has been granted Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) as a transferee or successor, by contract or otherwise; (viii) there are no contracts, agreements or other arrangements which could result in the payment by the Company and or by any Subsidiary of an “Excess Parachute Payment” as that term is currently used in effect. The Section 280G of the Code or the payment by the Company has withheld and paid all Taxes required to have been withheld and paid or any of its Subsidiaries of compensation which will not be deductible because of Section 162(m) of the Code, in connection with amounts paid either case, whether because of the transactions contemplated by this Agreement or owing to for any employeeother reason; (ix) there are no contracts, independent contractor, creditor, stockholder agreements or other third partyarrangements that would qualify as “reportable transactions” as defined in Treasury Regulation Section 1.6011-4; and (x) neither the Company nor any Subsidiary has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code. (iiib) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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 member or other third party. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (ia) The Company has and the Company Subsidiaries have timely filed with (or, as to the appropriate taxing authorities Company Subsidiaries, the Company has filed on behalf of such Company Subsidiaries) all Tax Returns required to be filed by it (taking into account them, and all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All Taxes due . (b) The Company and owing by the Company Subsidiaries have paid (or, as to the Company Subsidiaries, the Company has been paid (whether or not on behalf of such Company Subsidiaries) all Taxes shown to be due on any such Tax Return Returns and whether have withheld and paid all Taxes that the Company or any of the Company Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except, in each case, for Taxes contested in good faith for which the Company has provided (or, as to the Company Subsidiaries, the Company has made provision on behalf of such Company Subsidiaries) reserves in its financial statements in accordance with GAAP. (c) No claim for unpaid Taxes has been asserted against the Company or any of the Company Subsidiaries by a Tax authority, other than any claim that has been resolved, and the Company and the Company Subsidiaries have not any Tax Return was required). The Company is not currently the beneficiary of agreed to any extension of time within which with respect to file a material Tax assessment or deficiency. (d) No audit in respect of any Taxes or any Tax Return of the Company or pay any Tax. of the Company Subsidiaries is being conducted by a Tax authority and there are no administrative or judicial proceedings currently pending with respect to any such Taxes or Tax Return. (e) The Company has made available to Parent prior to the date of this Agreement correct and complete copies of the U.S. federal and other material Tax Returns filed by the Company and the Company Subsidiaries for any fiscal year ending after December 31, 2009. (f) Neither the Company nor any of the Company Subsidiaries (A) is or has been in the past five years a member of a group (other than a group the common parent of which is the Company and/or any Company Subsidiary and includes only the Company and/or Company Subsidiaries) filing a consolidated, combined, affiliated, unitary or similar income Tax Return or (B) has any liability for Taxes of any Person (other than the Company or any Company Subsidiary) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law. (g) Neither the Company nor any of the Company Subsidiaries is a party to or bound by or has any obligation under any Tax allocation, sharing, indemnity, reimbursement or similar agreement or arrangement with any third-parties (other than any customary Tax indemnification provisions in ordinary course commercial agreements the primary subject matter of which is not Tax matters). (h) No written claim has ever been made in writing or otherwise addressed to the Company by a taxing any Tax authority in a jurisdiction where the Company does or any of the Company Subsidiaries has not file filed a Tax Returns Return that it is or may be subject to taxation Tax by such jurisdiction other than any such claims that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability have been resolved. (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomei) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither Neither the Company nor any of its subsidiaries the Company Subsidiaries has incurred participated in a “listed transaction” or “a transaction of interest” within the meaning of Treasury Regulation Section 1.6011-4(b) or any liability for Taxes outside similar provision of state, local or non-U.S. Law. If the ordinary course Company or any Company Subsidiary has participated in a “listed transaction” or “a transaction of business consistent interest” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with past custom and practice. As the applicable Treasury Regulations. (j) Neither the Company nor any of the Company Subsidiaries will be required to include a material item of income (or exclude a material item of deduction) in any taxable period beginning after the Closing Date as a result of any installment sale or open transaction disposition made on or prior to the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iik) No material claim for unpaid Taxes has been made or become a lien against None of the shares of Company Common Stock are “United States real property interests” within the meaning of Section 897 of the Code. (l) In the last five years, none of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted Subsidiaries has distributed stock of another Person or has had its stock distributed by another Person, in a tax authority, and no extension transaction that was purported or intended to be governed in whole or in part by Section 355 of the statute Code (or any similar provision of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid state, local, or owing to any employee, independent contractor, creditor, stockholder or other third partynon-U.S. Law). (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. ; (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect: (ia) The Company has and the Company Subsidiaries have timely filed with (or, as to the appropriate taxing authorities Company Subsidiaries, the Company has filed on behalf of such Company Subsidiaries) all Tax Returns required to be filed by it (taking into account it, and all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All Taxes due . (b) The Company and owing by the Company Subsidiaries have paid (or, as to the Company Subsidiaries, the Company has been paid (on behalf of such Company Subsidiaries) all Taxes require to be paid, whether or not shown to be due on any Tax Return and Returns or has provided (or, as to the Company Subsidiaries, the Company has made provision on behalf of such Company Subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. (c) Neither the Company nor any of the Company Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. (d) No claim for unpaid Taxes has been asserted against the Company or any of the Company Subsidiaries by a Tax authority. (e) There are no Liens for Taxes upon the assets of the Company or any Company Subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate Proceedings and with respect to which adequate reserves have been taken. (f) No audit of any Tax Return was required). The of the Company or any of the Company Subsidiaries is not currently being conducted by a Tax authority. (g) Neither the beneficiary Company nor any of the Company Subsidiaries (A) is or since January 1, 2011 has been a member of a group (other than a group the common parent of which is the Company and/or any extension of time within which to file any Company Subsidiary and includes only the Company and/or Company Subsidiaries) filing a consolidated, combined, affiliated, unitary or similar income Tax Return or pay (B) has any Tax. No liability for Taxes of any Person (other than the Company or any Company Subsidiary) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law. (h) Neither the Company nor any of the Company Subsidiaries is a party to or bound by or has any obligation under any Tax sharing or similar agreement or arrangement with any third-parties (other than commercial agreements the primary subject matter of which is not Tax matters). (i) Since January 1, 2011, no written claim has ever been made in writing or otherwise addressed to the Company by a taxing any Tax authority in a jurisdiction where the Company does or any of the Company Subsidiaries has not file filed a Tax Returns Return that it is or may be subject to taxation Tax by that such jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability . (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomej) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither Neither the Company nor any of its subsidiaries has incurred the Company Subsidiaries will be required to include any liability item of income in, or exclude any item of deduction from, taxable income for Taxes outside any taxable period (or portion thereof) ending after the ordinary course Closing Date as a result of business consistent with past custom and practice. As any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, the unpaid Taxes ; (B) “closing agreement” as described in Section 7121 of the Company and its subsidiaries will not exceed Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the reserve for Tax liability Closing Date; (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomeC) set forth on the books and records intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the CompanyCode (or any corresponding or similar provision of state, local or foreign income Tax Law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) as a result of Section 108(i) of the Code. (iik) No material claim for unpaid Taxes has been made or become a lien against the property None of the Company or is being asserted against any Company Subsidiaries has been a party to any “listed transaction” within the meaning of Section 6011 of the Code and the regulations thereunder. (l) In the last five years, none of the Company or any Company Subsidiaries has distributed stock of another Person or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code, in each case, other than the Spin-Off. (m) To the Knowledge of the Company, there are no audit facts, circumstances or transactions that would reasonably be expected to adversely affect the intended Tax treatment of Company’s spin-off of DE US, Inc., Delaware corporation (“Spinco”), and any Tax Return related transactions (including the acquisition of Spinco by MASTER BLENDERS 1753, B.V., an entity organized under the laws of the Company is being conducted by a tax authorityNetherlands) (the “Spin-Off”), as reflected in the private letter ruling from the Internal Revenue Service and no extension the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of June 28, 2012 in respect of such transactions (the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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“Intended Tax Treatment”). (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. IPC and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC or any of its subsidiaries is or has been a member (ia "Consolidated Group") The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account and all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All Taxes due shown on such Tax Returns have been timely paid, and owing by the Company IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection has been paid received (whether other than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or not shown on payable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC or any of its subsidiaries or is being asserted in writing against IPC or any of its subsidiaries, (ii) neither IPC nor any of its subsidiaries is delinquent in the payment of any Tax Return and whether have not requested or not filed any Tax Return was required). The Company is not currently document having the beneficiary effect of causing any extension of time within which to file any Tax Return Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or pay other proceeding with respect to any Tax. No claim has ever been made in writing Taxes due from IPC or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company IPC or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted by a tax Tax authority, and (iv) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company IPC nor any of its subsidiaries and is currently in effect. The Company , (v) neither IPC or any of its subsidiaries (A) has withheld and paid all been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the 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. (iii) As used herein, “Taxes” shall mean all taxes of any kindperson (other than IPC and its subsidiaries), includingincluding liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, without limitationlocal or foreign law, those on or measured as a transferee or successor, by contract, or referred to as incomeotherwise, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges (vi) no consent under Section 341(f) of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be the Code has been filed with any governmental authority with respect to Taxes.IPC or any of its subsidiaries,

Tax Returns and Tax Payments. (i) The Company has and its subsidiaries have timely filed with (or, as to subsidiaries, the appropriate taxing authorities Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it it, except for such failure that would not result in a Company Material Adverse Effect. The Company and its subsidiaries have paid (taking into account or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all applicable extensions). All Taxes (as defined below) shown to be due on such Tax Returns are trueand has provided (or, correct and complete in all respects. All Taxes due and owing by as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries) reserves in its financial statements for any Taxes that have not been paid (paid, whether or not shown as being due on any Tax Return and whether Returns, except for such Taxes which, if unpaid or unreserved, would not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority result in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdictionMaterial Adverse Effect. The unpaid Taxes Except as set forth in Section 4.17 of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet DateDisclosure Schedule, neither the Company nor any of its subsidiaries has incurred granted any liability request that remains in effect for Taxes outside the ordinary course of business consistent with past custom and practice. As waivers of the Closing Date, the unpaid Taxes time to assess any Taxes. Except as disclosed in Section 4.17 of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material Disclosure Schedule, no claim for unpaid Taxes has been made or become a lien asserted against the property Company or any of its Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a Company Material Adverse Effect. There are no Liens for Taxes upon the assets of the Company or is any Subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being asserted against disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken, that could result in a Company Material Adverse Effect. Except as discussed in Section 4.17 of the CompanyCompany Disclosure Schedule, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a tax Tax authority, and no extension . None of the statute Company or any of limitations on its subsidiaries has made an election under Section 341(f) of the assessment Code. Except as disclosed in Section 4.17 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liability for Taxes of any Taxes has been granted by person (other than the Company and is currently in effectits subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law), by contract or otherwise. The Company has 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. (iii) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, employment, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes. As used herein, "Code" shall mean the Code and the Treasury Regulations promulgated thereunder.

Tax Returns and Tax Payments. (i) The Company CHAMPION has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has CHAMPION have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company CHAMPION is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company CHAMPION by a taxing authority in a jurisdiction where the Company CHAMPION does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company CHAMPION did not, as of the Company CHAMPION Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company CHAMPION Balance Sheet Date, neither the Company CHAMPION nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company CHAMPION and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyCHAMPION. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company CHAMPION or is being asserted against the CompanyCHAMPION, no audit of any Tax Return of the Company CHAMPION is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company CHAMPION and is currently in effect. The Company CHAMPION has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company OICco by a taxing authority in a jurisdiction where the Company OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company OICco did not, as of the Company OICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company OICco Balance Sheet Date, neither the Company OICco nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company OICco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyOICco. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company OICco or is being asserted against the Company, OICco; no audit of any Tax Return of the Company OICco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company OICco and is currently in effect. The Company OICco has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company AAII has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company AAII has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company AAII is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company AAII by a taxing authority in a jurisdiction where the Company AAII does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. As of December 31, 2018, AAII has a net operating loss carryforward. The unpaid Taxes of the Company AAII did not, as of the Company Balance Sheet DateAAII balance sheet date of July 31, 2018, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet DateAAII balance sheet date of July 31, 2018, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company AAII and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyAAII. (iii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company AAII or is being asserted against the CompanyAAII, no audit of any Tax Return of the Company AAII is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company AAII and is currently in effect. The Company AAII has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Except as set forth on Schedule 3.01(m), PROTEC has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has PROTEC have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company PROTEC is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company PROTEC by a taxing authority in a jurisdiction where the Company PROTEC does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company PROTEC did not, as of the Company PROTEC Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company PROTEC Balance Sheet Date, neither the Company PROTEC nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company PROTEC and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPROTEC. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company PROTEC or is being asserted against the CompanyPROTEC, no audit of any Tax Return of the Company PROTEC is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company PROTEC and is currently in effect. The Company PROTEC has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company and any Subsidiary has timely filed with the appropriate taxing authorities all any Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company or any Subsidiary by a taxing authority in a jurisdiction where the Company or the Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did notSince December 31, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date2019, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or any Subsidiary or is being asserted against the CompanyCompany or any Subsidiary, no audit of any Tax Return of the Company or any Subsidiary is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any Subsidiary and is currently in effect. The Company has any any Subsidiary 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 shareholder or other third party. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Except as set forth on Schedule 4.11, Buyer has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensionsextensions or agreed payment schedules). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Buyer or any of its Subsidiaries by a taxing authority in a jurisdiction where the Company Buyer does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Since the Company did not, as of the Company Buyer Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries Buyer has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As Within 180 days from the date hereof, the Buyer shall have duly filed all material federal, state, and local tax returns and shall have paid all amounts (inclusive of interest and penalties) shown to be due on such returns as indicated on Schedule 4.11 hereto. If required the Buyer will amend the Tax Returns related to the tax payments already made from the gain received from closing of the Closing Datetransactions contemplated by that certain Asset Purchase Agreement, dated October 11, 2018, where the unpaid Taxes Buyer sold substantially all of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Companyassets. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Buyer or any of its Subsidiaries or is being asserted against the CompanyBuyer or any of its Subsidiaries, no audit of any Tax Return of the Company Buyer or any of its Subsidiaries is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Buyer or any of its Subsidiaries and is currently in effect. The Company Buyer has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Each Parent Entity has timely (taking into account all applicable extensions) filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account and otherwise provided to the appropriate Persons all applicable extensions)Tax Returns required to be provided by it, other than Tax Returns the failure to so file or provide would not, in the aggregate, have a Material Adverse Effect on Parent. All such Tax Returns are true, correct and complete in all respectscomplete. All Taxes due and owing by the Company has each Parent Entity have been paid (whether paid(whether or not shown or required to be shown on any Tax Return and whether or not any Tax Return was requiredReturn). The Company No Parent Entity is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. . (b) The unpaid Taxes of the Company Parent Entities did not, as of the Company Parent Balance Sheet Date, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements most recent balance sheet included in the Parent Financial Statements (rather than in any notes thereto). Since the Company Parent Balance Sheet Date, neither the Company nor any of its subsidiaries has Parent Entities have not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the The unpaid Taxes of the Company and its subsidiaries Parent Entities due or that will be due in respect of any Tax period (or portion thereof) ending on or before the Closing Date will not exceed the reserve (as of the Closing Date) for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. No extension of time to file a Tax Return of a Parent Entity, which Tax Return of such Parent Entity has not since been filed in accordance with applicable law, has been filed. There is no power of attorney in effect with respect or relating to any Tax of any Parent Entity or Tax Return of any Parent Entity. (iic) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company Each Parent Entity has withheld and paid all Taxes material amounts required to have been be withheld and paid on account of Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. All amounts so withheld have been paid over to or for the benefit of the appropriate Taxing Authority in connection with applicable procedures, or are being held by the relevant Parent Entity pending timely payment to or for the benefit of the appropriate taxing authority in connection with applicable procedures. (iiid) As used hereinNo claim has ever been made in writing or, “Taxes” shall mean all taxes to the Knowledge of any kindParent, includingotherwise addressed to a Parent Entity by a taxing authority in a jurisdiction where such Parent Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. No material claim for unpaid Taxes has been made or asserted in writing or, without limitationto the Knowledge of the Parent, those on otherwise against a Parent Entity. There are no liens for Taxes against the property of a Parent Entity other than liens for Taxes not yet due. No audit or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or other similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority proceeding involving a Parent Entity with respect to TaxesTaxes is being conducted by any Taxing Authority or, to the Knowledge of Parent, has been threatened. No extension of the statute of limitations on the assessment of any Taxes has been granted by a Parent Entity and is currently in effect. No power of attorney granted by a Parent Entity with respect to a Tax matter is outstanding and effective. (e) No Parent Entity is a party to a Tax sharing or Tax allocation agreement pursuant to which it could have any liability following the Closing. No Parent Entity has liability for the Taxes of another Person (i) under Treasury Regulations 1.1502-6, or any similar provision of state, local or non-U.S. law, (ii) as a transferee or successor, (iii) by contract or (iv) otherwise. (f) No Parent Entity has participated in a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1), or a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2). (g) No Parent Entity has received a ruling from any taxing authority or entered into an agreement with any taxing authority. (h) No Parent Entity is required to include amounts in income as a result of a change in accounting method occurring before the Closing Date or will be required to include amounts in income following the Closing as a result of installment sales or “open transactions” entered into, or prepaid amounts, refund or credit received, before the Closing. (i) No Parent Entity (or predecessor of a Parent Entity) has been a party to or has distributed stock of another Person, nor has any stock of a Parent Entity (or any predecessor of a Parent Entity) been distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. (j) Merger Sub is and always has been a disregarded entity for federal income Tax purposes and no election has been made to treat Merger Sub as other than a disregarded entity for any state income Tax purposes.

Tax Returns and Tax Payments. (a) Except as individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) The Company has timely filed with the appropriate taxing authorities all All Tax Returns required to be filed with any Taxing Authority by it or on behalf of the Company and each of the Company Subsidiaries have been filed when due (taking into account any extension of time within which to file) in accordance with all applicable extensions)Laws. All such Tax Returns are true, correct accurate and complete in all respectsrespects and have been prepared in substantial compliance with all applicable Laws. All Taxes due and owing payable by the Company has been paid and each of the Company Subsidiaries (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Return) have been timely paid except for Taxes for which adequate reserves have been established in accordance with GAAP on the Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any TaxSEC Financial Statements. No written claim has ever been made in writing or otherwise addressed to the Company by a taxing authority any Taxing Authority in a jurisdiction where the Company or any of the Company Subsidiaries does not file Tax Returns that it the Company or any of the Company Subsidiaries is or may be subject to taxation by that jurisdiction. The unpaid Taxes There are no Liens, other than Permitted Liens, on any of the assets or properties of the Company did not, as or any of the Company Balance Sheet DateSubsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (ii) The Company and the Company Subsidiaries have complied with all applicable Laws relating to the payment and withholding of any Taxes and have, exceed within the reserve for Tax liability time and the manner prescribed by applicable Law, withheld from and paid over to the proper Taxing Authorities all amounts required to be so withheld and paid over under all applicable Laws. (excluding iii) No written claim has been received, and no audit, action, suit or proceeding is in progress, against or with respect to the Company or any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than Company Subsidiaries in respect of any notes thereto). Since Tax; and all deficiencies, assessments or proposed adjustments asserted against the Company Balance Sheet Date, neither or any of the Company Subsidiaries by any Taxing Authority have been paid or fully and finally settled. (iv) No waiver or extension of any statute of limitations in respect of any Taxes or any extension of time with respect to any Tax assessment or deficiency is in effect for the Company or any of the Company Subsidiaries. (v) Neither the Company nor any of its subsidiaries has incurred the Company Subsidiaries will be required to include any liability item of income in, or exclude any item of deduction from, taxable income for Taxes outside any taxable period (or portion thereof) ending after the ordinary course Closing Date as a result of business consistent with past custom and practice. As (i) any change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Section 7121 of the unpaid Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed prior to the Closing, (iii) any installment sale or open transaction disposition made prior to the Closing, (iv) any prepaid amount received on or prior to the Closing Date, (v) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), or (vi) Section 108(i) of the Code. (vi) Neither the Company nor any of the Company Subsidiaries (A) is or has been a member of an affiliated group (within the meaning of Section 1504 of the Code) filing a consolidated federal income Tax Return, other than an affiliated group the common parent of which is the Company, (B) is or has been a member of any affiliated, combined, consolidated, unitary, or similar group for state, local or non-U.S. Tax purposes, other than a group the common parent of which is the Company or any Company Subsidiary, (C) is a party to, or has any liability under, any Tax Sharing Agreement, or (D) has any liability for the Taxes of any Person (other than any of the Company and its subsidiaries will not exceed the reserve for Tax liability Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (excluding or any reserve for deferred Taxes established to reflect timing differences between book and Tax incomesimilar provision of state, local, or non-U.S. Law) set forth on the books and records of the Companyor as a transferee or successor. (iib) No material claim for unpaid Taxes has been made or become a lien against Neither the property Company nor any of the Company Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (or is being asserted against a successor to a “distributing corporation” or a “controlled corporation”) in a distribution of stock qualifying or intended to qualify for tax-free treatment (in whole or in part) under Sections 355 or 361(c) of the Company, no audit of Code within the last two (2) years. (c) Neither the Company nor any Tax Return of the Company Subsidiaries has participated in, or is being conducted currently participating in, a “listed transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local or non-U.S. Tax Law. (d) Neither the Company nor any of the Company Subsidiaries is aware of the existence of any fact, or has taken or agreed to take any action, that could reasonably be expected to cause the Offer and the Mergers, taken together, to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. (e) Neither the Company nor any of the Company Subsidiaries is a party to or bound by a tax authorityany advance pricing agreement, closing agreement or other agreement or ruling relating to Taxes with any Taxing Authority. (f) The Company is not, and no extension has never been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the statute of limitations on the assessment of any Taxes has been granted by Code. (g) The Company and the Company Subsidiaries have complied with all unclaimed property or escheat Laws with respect to unclaimed or abandoned property and is currently in effect. The Company has withheld and paid all Taxes do not hold property required to have been withheld remitted or escheated to a Governmental Entity, except, in each case, for such noncompliance as would not be material to the Company and paid in connection with amounts paid or owing to any employeethe Company Subsidiaries, independent contractor, creditor, stockholder or other third partytaken as a whole. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of of (iii) any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iiiiv) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Each of Parent and Merger Sub has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has Parent or Merger Sub have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Neither Parent nor Merger Sub is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Parent or Merger Sub by a taxing authority in a jurisdiction where the Company Parent or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Parent did not, as of the Company Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). There are no unpaid Taxes owed by Merger Sub. Since the Company Parent Balance Sheet Date, neither the Company Parent nor any of its subsidiaries Merger Sub has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. No transactions have occurred, or will occur, through the Closing Date that may give rise to any tax liability of Parent or Merger Sub in any prior year or in the current year, including, but not limited to, any forgiveness of indebtedness or any other transaction resulting in the closing capitalization or balance sheet of Parent or Merger Sub. As of the Closing Date, the unpaid Taxes of the Company Parent and its subsidiaries Merger Sub will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Parent or Merger Sub or is being asserted against the CompanyParent or Merger Sub, no audit of any Tax Return of the Company Parent or Merger Sub is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Parent or Merger Sub and is currently in effect. The Company Parent has 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. (iii) As used herein, “Taxes” shall mean all taxes of . Merger Sub has no obligations to withhold or pay any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it them (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary beneficiaries of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is they are or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by to the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company PETRUS has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company PETRUS has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company PETRUS is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company PETRUS by a taxing authority in a jurisdiction where the Company PETRUS does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company PETRUS did not, as of the Company PETRUS Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company PETRUS Balance Sheet Date, neither the Company PETRUS nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company PETRUS and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPETRUS. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company PETRUS or is being asserted against the Company, PETRUS; no audit of any Tax Return of the Company PETRUS is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company PETRUS and is currently in effect. The Company PETRUS has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company OICco by a taxing authority in a jurisdiction where the Company OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company OICco did not, as of the Company OICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company OICco Balance Sheet Date, neither the Company OICco nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company OICco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) OICco. No material claim for unpaid Taxes has been made or become a lien against the property of the Company OICco or is being asserted against the Company, OICco; no audit of any Tax Return of the Company OICco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company OICco and is currently in effect. The Company OICco has 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. . Environmental Matters. OICco is in compliance with all Environmental Laws in all material respects. OICco holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on OICco, and is compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects. No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by OICco or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to OICco. OICco has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to OICco. OICco has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on OICco. There are no past, pending or threatened claims under Environmental Laws against OICco and OICco is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against OICco pursuant to Environmental Laws. Contracts. OICco has no written or oral contracts, understandings, agreements and other arrangements executed by an officer or duly authorized employee of OICco or to which OICco is a party: involving more than $2,500, or in the nature of a collective bargaining agreement, employment agreement, or severance agreement with any of its directors, officers and employees. Material Contract Defaults. OICco is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any OICco Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “OICco Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which OICco is a party (i) with expected receipts or expenditures in excess of $2,500, (ii) requiring OICco to indemnify any person, (iii) As used hereingranting exclusive rights to any party, “Taxes” shall mean (iv) evidencing indebtedness for borrowed or loaned money in excess of $2,500 or more, including guarantees of such indebtedness, or (v) which, if breached by OICco in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all taxes other such claims under that contract) from OICco or (C) give rise to a right of acceleration of any kind, including, without limitation, those on material obligation or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges loss of any kind whatsoevermaterial benefit under any such contract, together with any interest and any penalties, additions to tax agreement or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxescommitment.

Tax Returns and Tax Payments. (i) The Company Q2P has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has Q2P have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any Q2P has filed an extension of time within for its 2014 federal income taxes, for which to file any Tax Return no payments or pay any Taxother liabilities are expected. No claim has ever been made in writing or otherwise addressed to the Company Q2P by a taxing authority in a jurisdiction where the Company Q2P does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Q2P did not, as of the Company Q2P Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Q2P Balance Sheet Date, neither the Company Q2P nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Q2P and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.Q2P. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Q2P or is being asserted against the CompanyQ2P, no audit of any Tax Return of the Company Q2P is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Q2P and is currently in effect. The Company Q2P has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely filed with the appropriate taxing authorities all any Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company or the Shareholder by a taxing authority in a jurisdiction where the Company or the Shareholder does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company Company, the Shareholder nor any of its their subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or the Shareholder or is being asserted against the CompanyCompany or the Shareholder, no audit of any Tax Return of the Company or the Shareholder is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or the Shareholder and is currently in effect. The Company has and the Shareholder 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 shareholder or other third party. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Existing Company has Entities have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it them (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Existing Company has Entities have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Existing Company Entities did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Existing Company nor any of its subsidiaries has Entities have not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Existing Company and its subsidiaries Entities will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyExisting Company Entities. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of any of the Existing Company Entities or is being asserted against the Company, no audit of any Tax Return of the Existing Company is being conducted by a tax authorityEntities, and no extension of the statute of limitations on the assessment of any Taxes has been granted by any of the Existing Company Entities and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Purchaser has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has Purchaser have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Purchaser is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Purchaser by a taxing authority in a jurisdiction where the Company Purchaser does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Purchaser did not, as of the Company Purchaser Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Purchaser Balance Sheet Date, neither the Company Purchaser nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Purchaser will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPurchaser. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Purchaser or is being asserted against the CompanyPurchaser, no audit of any Tax Return of the Company Purchaser is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Purchaser and is currently in effect. The Company Purchaser has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required), except to the extent that any failure to timely pay, whether individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. All Tax Returns required to be filed on or before the Closing Date by the Company will be, timely filed. Such Tax Returns will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) will be, timely paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries Subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employeeEmployee, agent, independent contractor, creditor, stockholder shareholder or other third party. (iiic) The Company has not received any written ruling of a taxing authority relating to Taxes or entered in any written and legally binding agreement with a taxing authority relating to Taxes. The Company has delivered or made available to the Parent for inspection true and complete copies of (i) all private letter rulings, revenue agent reports, information document requests, audit reports, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of the Company relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired, and (ii) all federal, state, local and foreign income or franchise Tax Returns for the Company for all periods for which the statute of limitations has not expired. (d) The Company is not a party to or bound by or has any obligation under any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement or arrangement and the Company does not have any Liability for Taxes of any Person (other than the Company) or any Liability in respect of any Tax as a result of being a member of any affiliated, consolidated, combined, unitary or similar group under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign Law) or as a transferee, successor or guarantor or by contract, indemnification or otherwise. (e) Schedule 3.12(e) sets forth all foreign jurisdictions in which the Company is subject to Tax, is engaged in business, or has a permanent establishment. The Company has not entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. The Company has not transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code. (f) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Existing Company has Entities have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it them (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Existing Company has Entities have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Existing Company is Entities are not currently the beneficiary beneficiaries of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Existing Company Entities by a taxing authority in a jurisdiction where the Existing Company does Entities do not file Tax Returns that it is they are or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Existing Company Entities did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Existing Company nor any of its subsidiaries has Entities have not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Existing Company and its subsidiaries Entities will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyExisting Company Entities. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of any of the Existing Company Entities or is being asserted against any of the CompanyExisting Company Entities, no audit of any Tax Return of any of the Existing Company Entities is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by any of the Existing Company Entities and is currently in effect. The Existing Company has Entities 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. (iii) As used herein, “Taxes” "TAXES" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” "TAX RETURN" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable applicaBIABe extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established estaBIABished to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established estaBIABished to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.,

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns (as hereinafter defined) required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes (as hereinafter defined) due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Company Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the The unpaid Taxes of the Company and its subsidiaries will Company, if any, do not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by to the Company and is currently in effect. The Company has 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. (iii) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authorityGovernmental Entity, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority Governmental Entity with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Except as set forth on Schedule 4.7(a)(i) and in the iOra Financial Statements, iOra has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All ) and except as set forth on such Schedule, all such Tax Returns are true, correct and complete in all respects. All (ii) Except as set forth on Schedule 4.7(a)(ii) and in the iOra Financial Statements, all Taxes due and owing by the Company has iOra have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company . (iii) Except as set forth on Schedule 4.7(a)(iii) and in the iOra Financial Statements, iOra is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No , no claim has ever been made since the iOra Balance Sheet Date in writing or otherwise addressed to the Company iOra by a taxing authority in a jurisdiction where the Company iOra does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of , and since the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company iOra Balance Sheet Date, neither the Company iOra nor any of its subsidiaries has incurred any liability Liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability . (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomei) Except as set forth on Schedule 4.7(b)(i) and in the books and records of the Company. (ii) No iOra Financial Statements, no material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company iOra or is being asserted against the CompanyiOra, no audit of any Tax Return of the Company iOra is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company iOra and is currently in effect. The Company (ii) Except as set forth on Schedule 4.7(b)(ii) and in the iOra Financial Statements, iOra has 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authorityGovernmental Entity, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority Governmental Entity with respect to Taxes.

Tax Returns and Tax Payments. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of the PED Subsidiaries for all Pre-Closing Tax Periods (to the extent Seller has not already done so). Such Tax Returns shall be prepared using accounting methods and other practices that are consistent with those used by the Seller in prior Tax Returns. Seller shall pay all costs of preparation of such Tax Returns and any Taxes shown as due thereon. (b) Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of the PED Subsidiaries for Straddle Periods and shall pay all Taxes associated with such Tax Returns. Buyer shall prepare such Tax Returns in a manner consistent with the prior practices of Seller and the PED Subsidiaries, shall provide such Tax Returns to Seller for review and comment at least 20 days prior to their filing, and shall not file such Tax Returns without Seller's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) With respect to any Straddle Period, Seller and Buyer shall, to the extent permitted by applicable Law, elect to treat the Closing Date as the last day of the taxable year or period of the PED Subsidiaries, and shall apportion any Taxes arising out of or relating to a (i) The Company has timely filed Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with the appropriate taxing authorities all Tax Returns required to be filed by it any sale or other transfer or assignment of property (taking into account all applicable extensions). All such Tax Returns are truereal, correct and complete in all respects. All Taxes due and owing by the Company has been paid personal, tangible or intangible) (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid but excluding Taxes of the Company did not, types referred to in Section 6.4 below) shall be based on an interim closing of the books as of the Company Balance Sheet close of business on the Closing Date, exceed and (ii) all other Taxes shall be deemed to be the reserve amount of such Taxes for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Closing Date, neither and the Company denominator of which is the number of calendar days in the entire Straddle Period. (d) Neither Buyer nor any of its subsidiaries has incurred any liability for Taxes outside affiliates (including the ordinary course of business consistent with past custom and practice. As of PED Subsidiaries following the Closing Date) shall file any amended Tax Returns for any Pre-Closing Tax Periods without the prior written consent of Seller, the unpaid Taxes of the Company and its subsidiaries will which consent shall not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Companybe unreasonably withheld, conditioned or delayed. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, WWAG has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has WWAG have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Except as set forth on Schedule 3.11, WWAG is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company WWAG by a taxing authority in a jurisdiction where the Company WWAG does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company WWAG did not, as of the Company WWAG Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company WWAG Balance Sheet Date, neither the Company WWAG nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company WWAG and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyWWAG. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company WWAG or is being asserted against the CompanyWWAG, no audit of any Tax Return of the Company WWAG is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company WWAG and is currently in effect. The Company WWAG has 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Except as set forth on Schedule 3.11, the Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company CELE has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company CELE has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company CELE is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company CELE by a taxing authority in a jurisdiction where the Company CELE does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company CELE did not, as of the Company CELE Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company CELE Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company CELE and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyCELE. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company CELE or is being asserted against the CompanyCELE, no audit of any Tax Return of the Company CELE is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company CELE and is currently in effect. The Company CELE has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company All in Blind, Inc. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company All in Blind, Inc. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company All in Blind, Inc. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company All in Blind, Inc. by a taxing authority in a jurisdiction where the Company All in Blind, Inc. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company All in Blind, Inc. did not, as of the Company All in Blind, Inc. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company All in Blind, Inc. Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company All in Blind, Inc. and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.All in Blind, Inc.. (iii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company All in Blind, Inc. or is being asserted against the CompanyAll in Blind, Inc., no audit of any Tax Return of the Company All in Blind, Inc. is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company All in Blind, Inc. and is currently in effect. The Company All in Blind, Inc. has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has APGR, ESI and Acquisition Sub have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has APGR, ESI or Acquisition Sub have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Neither APGR, ESI nor Acquisition Sub is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company APGR, ESI or Acquisition Sub by a taxing authority in a jurisdiction where the Company APGR does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company APGR, ESI and Acquisition Sub did not, as of the Company APGR Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company APGR Balance Sheet Date, neither the Company APGR, ESI nor any of its subsidiaries Acquisition Sub has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company APGR, ESI and its subsidiaries Acquisition Sub will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyAPGR. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company APGR, ESI or Acquisition Sub or is being asserted against the CompanyAPGR, ESI or Acquisition Sub; no audit of any Tax Return of the Company APGR, ESI or Acquisition Sub is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company APGR, ESI or Acquisition Sub and is currently in effect. The Company has APGR, ESI and Acquisition 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All material Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Except as set forth on Schedule 3.11, the Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or or, to the Knowledge of the Company, otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements most recent balance sheet included in the Company Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any material liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or asserted in writing against the Company or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all material 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has and the Benefactum Subsidiaries have timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has and the Benefactum Subsidiaries have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is and the Benefactum Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company and the Benefactum Subsidiaries by a taxing authority in a jurisdiction where the Company does and the Benefactum Subsidiaries do not file Tax Returns that it is they are or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company and the Benefactum Subsidiaries did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries the Benefactum Subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries the Benefactum Subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyCompany and the Benefactum Subsidiaries. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or the Benefactum Subsidiaries or is being asserted against the CompanyCompany or the Benefactum Subsidiaries, no audit of any Tax Return of the Company or the Benefactum Subsidiaries is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or the Benefactum Subsidiaries and is currently in effect. The Company has and the Benefactum Subsidiaries 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 shareholder or other third party. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company TEI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company TEI has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company TEI is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company TEI by a taxing authority in a jurisdiction where the Company TEI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company TEI did not, as of the Company TEI Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company TEI Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company TEI and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyTEI. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company TEI or is being asserted against the CompanyTEI, no audit of any Tax Return of the Company TEI is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company TEI and is currently in effect. The Company TEI has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Seller has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it them (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has Seller have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Seller did not, as of the Company Seller Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Seller Financial Statements (rather than in any notes thereto). Since the Company Seller Balance Sheet Date, neither the Company nor any of its subsidiaries Seller has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Seller will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanySeller. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Seller or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authoritySeller, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Seller and is currently in effect. The Company has 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreignGovernmental Entity. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority Governmental Entity with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” "TAXES" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” "TAX RETURN" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The To the extent required by federal, state and/or local law, the Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements Company Financial Statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by to the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company Explore Anywhere Holding Corp. has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Explore Anywhere Holding Corp. has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Explore Anywhere Holding Corp. is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Explore Anywhere Holding Corp. by a taxing authority in a jurisdiction where the Company Explore Anywhere Holding Corp. does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Explore Anywhere Holding Corp. did not, as of the Company Explore Anywhere Holding Corp. Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Explore Anywhere Holding Corp. Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Explore Anywhere Holding Corp. and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.Explore Anywhere Holding Corp. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company Explore Anywhere Holding Corp. or is being asserted against the CompanyExplore Anywhere Holding Corp., no audit of any Tax Return of the Company Explore Anywhere Holding Corp. is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Explore Anywhere Holding Corp. and is currently in effect. The Company Explore Anywhere Holding Corp. has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Except as set forth on Schedule 3.11, the Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company TGI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable applicaBIABe extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company TGI has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company TGI is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company TGI by a taxing authority in a jurisdiction where the Company TGI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company TGI did not, as of the Company TGI Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established estaBIABished to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company TGI Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company TGI and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established estaBIABished to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyTGI. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company TGI or is being asserted against the CompanyTGI, no audit of any Tax Return of the Company TGI is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company TGI and is currently in effect. The Company TGI has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Parent has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions)) except for Tax Returns that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company Parent has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Parent is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Parent by a taxing authority in a jurisdiction where the Company Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Parent did not, as of the Company Parent Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Parent Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company Parent and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Parent or is being asserted against the CompanyParent, no audit of any Tax Return of the Company Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Parent and is currently in effect. The Company Parent has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. Except as set forth in Section 2.17 of the Seller Disclosure Schedule: (ia) The Company Parent has caused each of the Acquired Companies to timely filed with the appropriate taxing authorities file all material Tax Returns required to be filed by it (taking into account all applicable extensions)them for taxable periods prior to the Closing Date. All such Tax Returns are truecomplete, correct and complete accurate in all material respects. All Taxes due and owing by the Each Acquired Company has been paid all Taxes (whether or not shown to be due on any Tax Return and whether Return), except any such Taxes for which appropriate reserves have been established in accordance with GAAP or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanySAP. (iib) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, The Acquired Companies have timely and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has properly withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder stockholder, or other third party. (iiic) As used herein, “Taxes” shall mean all taxes There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of any kindAcquired Company. (d) To the knowledge of Parent or Seller, includingno material claim has ever been made by a taxing authority in a jurisdiction where any Acquired Company does not file Tax Returns that any Acquired Company is or may be subject to taxation by that jurisdiction. (e) No material deficiencies for any Taxes of an Acquired Company have been claimed, without limitationproposed or assessed by any taxing authority. There are no audits, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar feesexaminations, assessments or charges other actions pending or currently being conducted or, to the knowledge of Seller, threatened for or relating to any material liability in respect of any kind whatsoever, together with Taxes of an Acquired Company. None of the Acquired Companies has waived any interest and statute of limitations in respect of Taxes or agreed to any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority extension of time with respect to Taxesa Tax assessment or deficiency, nor is any request for any such waiver or consent pending. None of the Acquired Companies has granted any power of attorney with respect to Taxes that is currently in force. (f) None of the Acquired Companies will be 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 after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date or (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date. (g) None of the Acquired Companies has, since December 31, 2005, distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or part by Section 355 or Section 361 of the Code. (h) The Acquired Companies are members of an affiliated group of corporations within the meaning of Section 1504 of the Code (the “Affiliated Group”), the common parent of which is Parent. Since the date acquired by Parent, none of the Acquired Companies (i) has been a member of an affiliated group other than the Affiliated Group or (ii) has any liability for the Taxes of any Person (other than Parent or any Subsidiary of Parent) 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. (i) The Acquired Companies have not participated in any listed transaction as defined under Code Section 6011 and the Treasury regulations thereunder. (j) No Acquired Company is party to any contract that would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code to any Person who is a “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1) with respect to the Acquired Companies, and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made by the Acquired Companies that are not deductible (in whole or in part) as a result of the application of Section 280G of the Code. (k) None of the Acquired Companies, to the extent they are “controlled foreign corporations” within the meaning of Section 957 of the Code, has had “subpart F income” within the meaning of Section 952 of the Code since the date of formation of such Acquired Company. (l) No Acquired Company has an “overall foreign loss” within the meaning of Section 904 of the Code or a “dual consolidated loss” within the meaning of Treasury Regulations Section 1.1503-2. (m) No Acquired Company is a “passive foreign investment corporation” as defined in Section 1297 of the Code.

Tax Returns and Tax Payments. (i1) The Acquired Company has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Acquired Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Acquired Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Acquired Company by a taxing authority in a jurisdiction where the Acquired Company does not file Tax fileTax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Since inception, Acquired Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii2) No material claim for unpaid Taxes has been made or become a lien against the property of the Acquired Company or is being asserted against the Acquired Company, no audit of any Tax Return of the Acquired Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Acquired Company and is currently in effect. The Acquired Company has 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. (iii3) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “” Tax ReturnReturn ” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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 member or other third party. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.,

Tax Returns and Tax Payments. (i) The Company MEDIX has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has MEDIX have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company MEDIX is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company MEDIX by a taxing authority in a jurisdiction where the Company MEDIX does not file Tax fileTax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company MEDIX did not, as of the Company Balance Sheet Datedate of the MEDIX Audited and Reviewed Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither date of the Company nor any of its subsidiaries MEDIX Audited and Reviewed Financial Statements MEDIX has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries MEDIX will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyMEDIX. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company MEDIX or is being asserted against the CompanyMEDIX, no audit of any Tax Return of the Company MEDIX is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company MEDIX and is currently in effect. The Company MEDIX has 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. (iii) As used herein, “Taxes“ Taxes ” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, ““ Tax ReturnReturn ” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (iExcept as provided in Section 4.8(c) The Company has timely filed with the appropriate taxing authorities all respect to Income Tax Returns required to be filed by it for taxable periods (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown portions thereof) ending on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of before the Closing Date, the unpaid Taxes of Buyer shall cause to be prepared and filed any Tax Returns with respect to the Company and its subsidiaries will not exceed Subsidiaries that are due subsequent to the reserve Closing Date. Any Tax Return for a taxable period ending before the Closing Date (a “Prior Period Return”), and any Tax liability Return for a taxable period beginning before, and ending after, the Closing Date (excluding any reserve a “Straddle Period Return”) shall be prepared, where relevant, in a manner consistent with the Company’s past practices except as otherwise required by applicable law. Taxes (other than Income Taxes) for deferred Taxes established to reflect timing differences a Straddle Period shall be allocated between book the pre-Closing and Tax income) set forth post-Closing portions of a Straddle Period based on the books and records ratio of the number of days in the pre-Closing and post-Closing portions of such period. Seller shall be responsible for Taxes for the taxable periods ending on or before the Closing Date, including Seller’s Portion of a Straddle Period, except to the extent such Taxes were reflected in the Company Interim Balance Sheet (“Pre-Closing Taxes”), and Seller shall be entitled to any refund of such Taxes; provided, however, that in the case of employment or payroll Taxes , the amount of such Taxes reflected on the Company Interim Balance Sheet shall be adjusted under GAAP in accordance with the Company. (ii) No material claim for unpaid ’s historic practices to properly reflect any wages paid by the Company, or any payments of such Taxes has been made or become a lien against by the property Company, between the date of the Company Interim Balance Sheet and the Closing Date. Buyer shall be responsible for all Taxes for the periods ending after the Closing Date (other than Seller’s Portion of a Straddle Period) and Buyer shall be entitled to any refund of such Taxes (other than a refund attributable to Seller’s Portion of a Straddle Period). If any party or its Affiliate receives a refund (or credit against a Tax payment obligation) to which another party is being asserted entitled under this Section 4.8, the party that received the refund (or credit against a Tax payment obligation) shall pay over the Company, no audit amount thereof to the party entitled thereto within five (5) Business Days after receipt (or request for application as a credit against a Tax payment obligation). Buyer shall provide to the Seller all Prior Period Returns and all Straddle Period Returns (including a computation of Seller’s Portion of any Tax that is due) at least ten (10) Business Days prior to the due date for such returns, including extensions, for the Seller’s review. Any dispute between Buyer and the Seller as to the proper reporting of an item on a Prior Period Return or a Straddle Period Return shall be resolved by the Independent Accounting Firm, whose decision shall be binding on both Buyer and Seller. Seller shall pay Seller’s Portion of any Tax due to Buyer no later than five (5) Business Days prior to the due date of any Prior Period Return or Straddle Period Return. Seller’s Portion of such Tax shall be reduced by any such Prior Period or Straddle Period Taxes that are included in current liabilities as reflected in the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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 partyInterim Balance Sheet. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Operating Subsidiary has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has Operating Subsidiary have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required), except to the extent that any failure to timely pay, whether individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Operating Subsidiary. All Tax Returns required to be filed on or before the Closing Date by the Operating Subsidiary will be, timely filed. Such Tax Returns will be, true, complete and correct in all respects. All Taxes due and owing by the Operating Subsidiary (whether or not shown on any Tax Return) will be, timely paid. The Company Operating Subsidiary is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company Operating Subsidiary by a taxing authority in a jurisdiction where the Company Operating Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Operating Subsidiary did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company Operating Subsidiary nor any of its subsidiaries Subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company Operating Subsidiary or is being asserted against the CompanyOperating Subsidiary, no audit of any Tax Return of the Company Operating Subsidiary is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Operating Subsidiary and is currently in effect. The Company Operating Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employeeEmployee, agent, independent contractor, creditor, stockholder shareholder or other third partyparty and has complied with all information reporting and back-up withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any Employee, agent, creditor, independent contractor, or other Person. (iiic) The Operating Subsidiary has not received any written ruling of a taxing authority relating to Taxes or entered in any written and legally binding agreement with a taxing authority relating to Taxes. The Operating Subsidiary has delivered or made available to the Parent for inspection true and complete copies of (i) all private letter rulings, revenue agent reports, information document requests, audit reports, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of the Operating Subsidiary relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired, and (ii) all federal, state, local and foreign income or franchise Tax Returns for the Operating Subsidiary for all periods for which the statute of limitations has not expired. (d) The Operating Subsidiary is not a party to or bound by or has any obligation under any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement or arrangement and the Operating Subsidiary does not have any Liability for Taxes of any Person (other than the Operating Subsidiary) or any Liability in respect of any Tax as a result of being a member of any affiliated, consolidated, combined, unitary or similar group under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign Law) or as a transferee, successor or guarantor or by contract, indemnification or otherwise. (e) Schedule 4.9(e) of the Disclosure Schedules sets forth all foreign jurisdictions in which the Operating Subsidiary is subject to Tax or has a permanent establishment. The Operating Subsidiary has not entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. The Operating Subsidiary has not transferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code. (f) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (a) The Seller, at its sole cost and expense, shall prepare and timely file, or cause to be prepared and timely filed, (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required of, or that include, the Acquired Companies for any Pre-Closing Periods ending on or prior to the Initial Closing Date, and (ii) any Tax Returns with respect to Seller Combined Taxes. The Seller shall pay, or cause to be filed paid, all Taxes shown as due on such Tax Returns, and the Purchaser shall assist in causing such Tax Returns to be filed, as necessary, including by it (taking into account all applicable extensions)executing and filing any such Tax Return of the Acquired Companies. All such Tax Returns are trueshall be prepared in a manner consistent with the past practices of the Seller and the Acquired Companies, correct as applicable and complete in all respectsto the extent permitted by applicable Law. All Taxes Not less than thirty (30) days prior to the due and owing by date (after applicable extensions) of any such Tax Return, the Company has been paid (whether or not shown on any Seller shall submit such Tax Return and whether or not any (or, in the case of a Tax Return was required). The Company is not currently the beneficiary of any extension of time within which with respect to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by Seller Combined Taxes, a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any pro forma Tax Return of the Company is being conducted by a tax authorityapplicable Acquired Company(ies)) for the Purchaser’s review and comment, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently which Seller shall consider in effect. The Company has 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 partygood faith. (iiib) As used hereinThe Purchaser, “Taxes” at its sole cost and expense, shall mean prepare, or cause to be prepared, all taxes Tax Returns of the Acquired Companies (other than such Tax Returns described in Section 9.5(a)) that relate to a Straddle Period in a manner consistent with the past practices of the Seller and the Acquired Companies, as applicable and to the extent permitted by applicable Law. Not less than thirty (30) days prior to the due date (after applicable extensions) of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “such Tax Return” , the Purchaser shall mean submit such Tax Return for the Seller’s review and comment. The Purchaser shall consider the Seller’s comments with respect to such Tax Returns in good faith. If any returndispute with respect to such a Tax Return is not resolved prior to the due date of such Tax Return (after applicable extensions), report such Tax Return shall be filed in the manner first presented by the Purchaser, and the parties shall submit their dispute to the Tax Arbitrator pursuant to Section 9.7; provided, however, that once resolution of such dispute has been determined pursuant to Section 9.7, such Tax Return shall be amended, if necessary, to include the final resolution of such dispute. Any Tax Returns described in this Section 9.5(b) shall be timely filed by the party that has primary responsibility for filing such Tax Returns pursuant to applicable Law, and such party shall timely pay any Taxes shown as due on such Tax Returns (subject to Seller’s obligations to indemnify Purchaser for any Taxes attributable to the portion of the Straddle Period that ends on the Initial Closing Date and the Purchaser’s obligations pursuant to Section 1.3(b)). (c) The Purchaser, at its sole cost and expense, shall prepare and file, or statement cause to be prepared and filed, all Tax Returns for (or with respect to) the Acquired Companies that are required to be filed with any governmental authority after the Initial Closing Date that relate to a tax period that begins after the Initial Closing Date, and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return. (d) The provisions set forth in Section 9.5(a)-(c) are intended to describe the agreement of the parties hereto with respect to the preparation and filing of Tax Returns and the payment of Taxes. This Section 9.5 is not intended to govern the parties’ respective obligations with respect to liability for Taxes under this Agreement. Rather, liability for Taxes is governed by the provisions of Article 8.

Tax Returns and Tax Payments. (i) The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "Consolidated Group") has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account and has paid all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required)thereon to be due. The Company is not currently and its Subsidiaries have made or prior to the beneficiary Closing will make adequate provision (to the extent required by, and in accordance with GAAP) for all Taxes payable for any periods that end before the Effective Time of the Merger for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Merger and end after the Effective Time of the Merger to the extent such Taxes are attributable to the portion of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to such period ending at the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes Effective Time of the Company did notMerger, as of and the Company Balance Sheet Datecharges, exceed the reserve accruals and reserves for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of reflected in the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed Subsidiaries are adequate under GAAP to cover the reserve for Tax liability (excluding any reserve for deferred Taxes established accruing or payable by the Company and its Subsidiaries in respect of periods prior to reflect timing differences between book and Tax income) the date hereof. Except as set forth on in the books and records of the Company. Company Disclosure Schedule: (iii) No no material claim for unpaid Taxes has been made or become a lien against the property of the Company or any of its Subsidiaries or is being asserted against the CompanyCompany or any of its Subsidiaries, (ii) no audit or other proceeding with respect to any Taxes due from the Company or any of its Subsidiaries or any Tax Return of the Company or any of its Subsidiaries is pending, threatened, to the best of the Company's knowledge, or being conducted by a tax authorityTax Authority, and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company nor any of its Subsidiaries and is currently in effect. The , (iv) neither the Company nor any of its Subsidiaries (A) has withheld been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any person (other than the Company and paid its Subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (v) no consent under Section 341(f) of the Code has been filed with respect to the Company or any of its Subsidiaries and (vi) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been withheld and timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) the relevant taxing authority. As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, valorem franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental governments[ authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company AA has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company AA has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company AA is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company AA by a taxing authority in a jurisdiction where the Company AA does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. As of September 30, 2017, AA has a net operating loss carryforward. The unpaid Taxes of the Company AA did not, as of the Company Balance Sheet DateAA balance sheet date of September 30, 2017, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet DateAA balance sheet date of September 30, 2017, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company AA and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) AA. No material claim for unpaid Taxes has been made or become a lien against the property of the Company AA or is being asserted against the CompanyAA, no audit of any Tax Return of the Company AA is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company AA and is currently in effect. The Company AA has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (a) Except as disclosed in SCHEDULE 3.10, the Company (i) The Company has timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by it on or before the date hereof and (taking into account ii) has paid all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes shown thereon to be due and owing by the Company has been paid provided adequate reserves (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve other than reserves for deferred Taxes established taxes to reflect timing differences between book and Tax incometax) set forth in the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom returns and practice. As of the Closing Date, the such unpaid Taxes of the Company and its subsidiaries will not exceed such reserves as adjusted for operations and transactions through the reserve for Closing Date in accordance with the Company's past practice. All such Tax liability Returns are correct and complete in all material respects. (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomeb) Except as set forth on in SCHEDULE 3.10 hereto, there are no actions or proceedings currently pending or, to the books and records best knowledge of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien , threatened against the property Company by any Governmental Entity for the assessment or collection of the Company or is Taxes being asserted against the Company, and there are no audit matters under discussion with any Governmental Entity regarding claims for the assessment or collection of Taxes. Any Taxes that have been claimed or imposed as a result of any examination of any Tax Return of the Company is by any Governmental Entity are being conducted contested in good faith and have been disclosed in writing to Freedom Securities. Except as set forth in SCHEDULE 3.10, there are no agreements or applications by a tax authority, and no the Company for an extension of time for the assessment or payment of any Taxes nor any waiver of the statute of limitations in respect of Taxes. There are no Tax liens on any of the assessment assets of the Company, except for liens for Taxes not yet due or payable that are being contested in good faith in appropriate proceedings. (c) The Company has not, with regard to any assets or property held, acquired or to be acquired by the Company, filed a consent to the application of Section 341(f) of the Code. (d) None of the stockholders of the Company is a foreign person within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder. (e) The Company is not and has never been a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar agreement or arrangement and none of them has any liability for Taxes of any Taxes has been granted by person (other than the Company and is currently in effect. Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law). (f) The Company has withheld amounts from its employees and paid all Taxes other persons required to have been be withheld under the tax, social security, unemployment and paid in connection with amounts paid or owing to any employeeother withholding provisions of all federal, independent contractorstate, creditor, stockholder or other third partylocal and foreign laws. (iiig) None of the Company or any of its stockholders has taken any action that would cause the Merger to not qualify as a reorganization under Section 368(a) of the Code. (h) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, back-up withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign, with respect to the foregoing. As used herein, “"Tax Return” " shall mean any return (including an information return), report or statement required to be filed with any governmental authority authority, with respect to Taxes.

Tax Returns and Tax Payments. Except as set forth in Section 3.18 of the Company Disclosure Schedule: (ia) The Company and each of its subsidiaries has timely filed with the appropriate taxing authorities all United States federal income Tax Returns required to be filed by it (taking into account and all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file other material Tax Returns that it was required to file and has paid all amounts shown as due on each such Tax Return. Each such Tax Return is complete and correct in all material respects. (b) All Taxes relating to the Company and each of its subsidiaries in respect of periods beginning prior to the Closing Date, if due and payable, have been timely paid, or where payment is not yet due, have been adequately provided for in accordance with GAAP. (c) The Company and its subsidiaries have withheld and paid over to the proper taxing or other Governmental Entities all Taxes required to be withheld and paid over. (d) There is no pending audit, dispute or claim concerning any material Tax liability of the Company or any of its subsidiaries either claimed or raised by any Governmental Entity in writing. No jurisdiction in which none of the Company and its subsidiaries files Tax Returns has asserted in writing that the Company or any of its subsidiaries may be subject to taxation by tax in that jurisdiction. The unpaid There are no liens with respect to Taxes upon any of the assets of either the Company or any of its subsidiaries other than with respect to Taxes not yet due and payable. (e) Neither the Company nor any subsidiary of the Company did notwill be required to include any material item of income or exclude any material item of deduction from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) closing or similar agreement with any Governmental Entity; or (ii) change in method of accounting for a taxable period ending on or prior to the Closing Date. (f) Neither the Company nor any of its subsidiaries (A) are or have ever been a member of an affiliated group (other than a group the common parent of which is the Company) filing a consolidated federal income Tax Return or (B) have any liability for Taxes of any Person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law, or as a transferee or successor or otherwise. (g) None of the Company Balance Sheet Datenor any of its subsidiaries is a party to, exceed the reserve for is bound by or has any obligation under any Tax liability Sharing Agreement. (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomeh) set forth on the face None of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the ordinary course of business consistent with past custom and practice. As last five years in which the parties to such distribution treated the distribution as one to which Section 355 of the Closing DateCode is applicable. (i) Neither the Company nor any of its subsidiaries has granted any waiver of any federal, state, local or foreign statute of limitations that is still in effect with respect to, or any extension of a period for the unpaid Taxes assessment of, any Tax. Section 3.18 of the Company Disclosure Schedule sets forth the tax year through which the statute of limitations has run in respect of Tax Liabilities of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred i) U.S. federal income Taxes, (ii) state income Taxes established to reflect timing differences between book in California, Illinois and Tax incomePennsylvania, (iii) set forth on the books Canadian federal income Taxes and records of the Company(iv) South African federal income Taxes. (iij) No material claim for unpaid Taxes has been made or become a lien against the property of Neither the Company or is being asserted against the Company, no audit nor any of its subsidiaries has engaged in any Tax Return of the Company is being conducted by transaction that could give rise to (A) a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority registration obligation with respect to Taxesany Person under Section 6111 of the Code or the regulations thereunder or (B) disclosure obligation as a “listed transaction” under Section 6011 of the Code and the regulations thereunder.

Tax Returns and Tax Payments. (ia) The Company has timely and the Shareholder have not filed with the appropriate taxing authorities all any Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company or the Shareholder by a taxing authority in a jurisdiction where the Company or the Shareholder does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company Company, the Shareholder nor any of its their subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of Within 75 days from the Closing Datedate hereof, the unpaid Taxes each of the Company and its subsidiaries will not exceed the reserve for Tax liability Shareholder shall have duly filed all material federal, state, and local tax returns and shall have paid all amounts (excluding any reserve for deferred Taxes established inclusive of interest and penalties) shown to reflect timing differences between book and Tax income) set forth be due on the books and records of the Companysuch returns. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or the Shareholder or is being asserted against the CompanyCompany or the Shareholder, no audit of any Tax Return of the Company or the Shareholder is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or the Shareholder and is currently in effect. The Company has and the Shareholder 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 shareholder or other third party. (iiic) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company and each of its Subsidiaries has timely (after giving effect to any extensions) filed with the appropriate taxing authorities all United States federal income Tax Returns and all other material Tax Returns that it was required to be file and paid all material Taxes that it was required to pay. All United States federal income Tax Returns and all other material Tax Returns filed by it (taking into account all applicable extensions). All such Tax Returns the Company and each of its Subsidiaries are true, correct and complete in all material respects. All Taxes due and owing by the Company has been paid . (whether or not shown on any Tax Return and whether or not any Tax Return was required). b) The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed and its Subsidiaries have withheld and paid over to the Company by a proper taxing authority authorities or other Governmental Entities all material Taxes required to be withheld and paid over. (c) Except as set forth in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes Section 4.21 of the Company did notDisclosure Schedule, as there is no pending dispute or claim concerning any material Tax liability of the Company Balance Sheet Date, exceed the reserve for Tax liability or any of its Subsidiaries either claimed or raised by any Governmental Entity in writing. (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax incomed) Except as set forth on the face in Section 4.21 of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet DateDisclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries has incurred waived any liability statute of limitation with respect to a material amount of Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency (other than (i) any waiver or extension that is no longer in effect and (ii) extensions of time to file Tax Returns obtained in the ordinary course). (e) Neither the Company nor any of its Subsidiaries will be required to include any material item of income or exclude any material item of deduction from taxable income for Taxes outside any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) closing or similar agreement with any Governmental Entity executed on or prior to the Closing Date, (ii) change in, or use of an improper, method of accounting for a Pre-Closing Tax Period, (iii) prepaid amount (other than deferred amounts reflected in the Financial Statements or accrued thereafter in the ordinary course of business consistent with past custom and practice. As of ) received on or prior to the Closing Date, (iv) installment sale, intercompany transaction or open transaction disposition made on or prior to the unpaid Taxes Closing Date or (v) election under Section 108(i) of the Company and its subsidiaries will not exceed the reserve for Code or any analogous provision or state, local or foreign Law made with respect to a Pre-Closing Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyPeriod. (f) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in a distribution occurring during the two-year period ending on the date of this Agreement or that otherwise could constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) with the transactions contemplated by this Agreement. (g) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group for U.S. federal, state or local or foreign Tax Law purposes (other than a group the common parent of which is the Company or any of its Subsidiaries) or (ii) No has any liability for Taxes of any Person (other than the Company or any of its Subsidiaries) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law, as a transferee or successor or by Contract (other than any Contract a primary purpose of which is not the indemnification or sharing of Taxes). (h) There are no material claim for Liens as a result of any unpaid Taxes has been made or become a lien against (other than Permitted Liens) upon any of the property assets of the Company or is being asserted against the Company, no audit any of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has 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 partyits Subsidiaries. (iiii) As used herein, Neither the Company nor any of its Subsidiaries has participated in any “Taxeslisted transaction” shall mean all taxes within the meaning of Treasury Regulation Section 1.6011-4(b)(2). (j) Neither the Company nor any of its Subsidiaries has received written notice of any kindclaim from a Governmental Entity in any jurisdiction in which the Company or a Subsidiary does not file Tax Returns that the Company or a Subsidiary is, includingor may be, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect file Tax Returns or subject to TaxesTax in such jurisdiction.

Tax Returns and Tax Payments. (ia) The Company Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, CLI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has CLI have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company CLI is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company CLI by a taxing authority in a jurisdiction where the Company CLI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company CLI did not, as of the Company CLI Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company CLI Balance Sheet Date, neither the Company CLI nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company CLI and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyCLI. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company CLI or is being asserted against the CompanyCLI, no audit of any Tax Return of the Company CLI is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company CLI and is currently in effect. The Company CLI has 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. (iiic) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company Parent has timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All material Taxes due and owing by the Company Parent has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company Parent is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or or, to the Knowledge of Parent, otherwise addressed to the Company Parent by a taxing authority in a jurisdiction where the Company Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company Parent did not, as of the Company Parent Balance Sheet Date, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements most recent balance sheet included in the Parent SEC Documents (rather than in any notes thereto). Since the Company Parent Balance Sheet Date, neither the Company nor any of its subsidiaries Parent has not incurred any material liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries Parent will not materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyParent. (iib) No material claim for unpaid Taxes has been made or asserted in writing against Parent or become a lien Lien against the property of the Company or is being asserted against the CompanyParent, no audit of any Tax Return of the Company Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Parent and is currently in effect. The Company Parent has withheld and paid all material 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (ia) The Company has timely (taking into account all applicable extensions) filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account and otherwise provided to the appropriate Persons all applicable extensions)Tax Returns required to be provided by it, other than Tax Returns the failure to so file or provide would not, in the aggregate, have a Material Adverse Effect on the Company. All such Tax Returns are true, correct and complete in all respectscomplete. All Taxes due and owing by the Company has have been paid (whether or not shown or required to be shown on any Tax Return and whether or not any Tax Return was requiredReturn). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. (b) Since the date of its formation, the Company has not incurred any liability for Taxes outside the ordinary course of business. The Taxes of the Company due or that will be due with respect to any Tax period (or portion thereof) ending on or before the Closing Date will not exceed the reserve (as of the Closing Date) for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. No extension of time to file a Tax Return of the Company, which Tax Return of the Company has not since been filed in accordance with applicable law, has been filed. There is no power of attorney in effect with respect or relating to any Tax of the Company or Tax Return of the Company. (c) The Company has withheld all material amounts required to be withheld on account of Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party. All amounts so withheld have been paid over to or for the benefit of the appropriate Taxing Authority in connection with applicable procedures, or are being held by the Company pending timely payment to or for the benefit of the appropriate taxing authority in connection with applicable procedures. (d) No claim has ever been made in writing or or, to the Knowledge of the Company, otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien asserted in writing or, to the Knowledge of the Company, otherwise against the Company. There are no liens for Taxes against the property of the Company or is being asserted against the Companyother than liens for Taxes not yet due. Except as set forth on Schedule 4.12, no audit of any Tax Return of or other similar proceeding involving the Company with respect to Taxes is being conducted by a tax authorityany Taxing Authority or, and no to the Knowledge of the Company, has been threatened. No extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. No power of attorney granted by the Company with respect to a Tax matter is outstanding and effective. (e) The Company is not a party to a Tax sharing or Tax allocation agreement pursuant to which it could have any liability following the Closing. The Company has withheld and paid all no liability for the Taxes required to have been withheld and paid in connection with amounts paid of another Person (i) under Treasury Regulations 1.1502-6, or owing to any employeesimilar provision of state, independent contractorlocal or non-U.S. law, creditor(ii) as a transferee or successor, stockholder (iii) by contract or other third party(iv) otherwise. (iiif) As used hereinThe Company has not participated in a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1), or a “Taxeslisted transaction,” shall mean all taxes of as such term is defined in Treasury Regulations Section 1.6011-4(b)(2). (g) The Company has not received a ruling from any kind, including, without limitation, those on taxing authority or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together entered into an agreement with any interest and any penalties, additions to tax or additional amounts imposed by any governmental taxing authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement . (h) The Company is not required to include amounts in income as a result of a change in accounting method occurring before the Closing Date and will not be filed with required to include amounts in income following the Closing as a result of installment sales or “open transactions” entered into, or prepaid amounts, refund or credit received, before the Closing. (i) The Company (or any governmental authority with respect predecessor of the Company) has not been a party to Taxesand has not distributed stock of another Person, nor has any stock of the Company (or any predecessor of the Company) been distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. (j) The Company is and has always been a disregarded entity for federal income Tax purposes and no election has been made to treat the Company as other than a disregarded entity for any state income Tax purposes.

Tax Returns and Tax Payments. (ia) The Company and any Subsidiary has timely filed with the appropriate taxing authorities all any Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company or any Subsidiary by a taxing authority in a jurisdiction where the Company or the Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did notSince August 23, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date2024, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (iib) No material claim for unpaid Taxes has been made or become a lien Lien against the property of the Company or any Subsidiary or is being asserted against the CompanyCompany or any Subsidiary, no audit of any Tax Return of the Company or any Subsidiary is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any Subsidiary and is currently in effect. The Company has and any Subsidiary 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 shareholder or other third party. (iiic) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company OICco by a taxing authority in a jurisdiction where the Company OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company OICco did not, as of the Company OICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company OICco Balance Sheet Date, neither the Company OICco nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company OICco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) OICco. No material claim for unpaid Taxes has been made or become a lien against the property of the Company OICco or is being asserted against the Company, OICco; no audit of any Tax Return of the Company OICco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company OICco and is currently in effect. The Company OICco has 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. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (i) The Company OTM has timely filed with the appropriate taxing authorities all Tax Returns Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes Taxes, as that term is hereinafter defined, due and owing by the Company has OTM have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company OTM is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company OTM by a taxing authority in a jurisdiction where the Company OTM does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company OTM did not, as of the Company Balance Sheet Datedate of the OTM Unaudited Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, date of the OTM Unaudited Financial Statements neither the Company OTM nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company OTM and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the CompanyOTM . (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company OTM or is being asserted against the CompanyOTM, no audit of any Tax Return of the Company OTM is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company OTM and is currently in effect. The Company OTM has 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. (iii) As used herein, “"Taxes” " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “"Tax Return” " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.