Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the Company and its subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, (b) 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) shown to be due on such 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 as being due on any Tax Returns, (c) neither the Company nor any of its 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 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, (e) there are no Liens for Taxes upon the assets of the Company or any 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 material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (g) neither the Company nor any of its subsidiaries has any liability for Taxes of any 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 used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. Except as disclosed in Section 3.15 IPC and each of the Company Disclosure Letterits subsidiaries, (a) the Company and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC or any of its subsidiaries have is or has been a member (a "Consolidated Group") has timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by itit and all such Tax Returns are correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection has been received (b) the Company other than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have paid made adequate provision (orto the extent required by, as to subsidiaries, the Company has paid on behalf of such subsidiariesand in accordance with generally accepted accounting principles ("GAAP")) for all Taxes (as defined below) shown to be due on such payable for any periods that end before the Effective Time of the Mergers for which no Tax Returns or has provided (orhave 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, as to subsidiariesand the charges, accruals and reserves for Taxes reflected in 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 as being due on any Tax Returns, (c) neither the Company nor any of IPC and its subsidiaries has granted any request that remains are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in effect for waivers respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the time to assess any Taxes, Disclosure Schedule: (di) no material claim for unpaid Taxes has been asserted become a lien against the Company property of IPC or any of its subsidiaries or is being asserted in writing by a Tax authority which, if resolved in a manner unfavorable to the Company against IPC or any of its subsidiaries, as the case may be, would reasonably be expected to have, individually or (ii) neither IPC nor any of its subsidiaries is delinquent in the aggregate, a Company Material Adverse Effectpayment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (eiii) there are no Liens for Taxes upon the assets of the Company material audit or any 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 other proceeding with respect to which adequate reserves have been taken, (f) no audit any Taxes due from IPC or any of its subsidiaries or any material Tax Return of the Company IPC or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted by a Tax authority and authority, (giv) neither no extension of the Company statute of limitations on the assessment of any Taxes has been granted by IPC nor any of its subsidiaries and is currently in effect, (v) neither IPC or any of its subsidiaries (A) has 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 of any person (other than the Company IPC and its subsidiaries) under ), including liability arising from the application of Treasury Regulation Section section 1.1502-6 (or any comparable analogous provision of state, local or foreign law). As used herein, “Taxes” shall mean or as a transferee or successor, by contract, or otherwise, (vi) no consent under Section 341(f) of the Code has been filed with respect to IPC or any of its subsidiaries, and (vii) all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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 Taxes required to be filed with any governmental authority withheld, collected or deposited by or with respect to Taxes. As used herein, “Code” shall mean the Code and the Treasury Regulations promulgated thereunder.to

Tax Returns and Tax Payments. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the The Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, (b) the except for such failure that would not result in a Company Material Adverse Effect. 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) shown to be due on such Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) 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 except for such Taxes which, if unpaid or unreserved, would not result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. Except as disclosed in Section 3.17 of the Company's Disclosure Schedule, (d) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, would reasonably be expected to haveresult, individually or in the aggregate, in a Company Material Adverse Effect, (e) there . There are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, 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) that could result in a Company Material Adverse Effect. Except as discussed in Section 3.16 of the Company Disclosure Schedule, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (gauthority. None of the Company or any of its subsidiaries has made an election under Section 341(f) of the Code. Except as disclosed in Section 3.16 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liability for Taxes of any 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 used herein, “"Taxes” " shall mean all taxes of any kind, including including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the The Company and its subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, (b) the . 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) shown to be due on such 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 as being due on any Tax Returns, (c) neither except such Taxes which, if unpaid or unreserved, would not reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. Except as disclosed in Section 3.15 of the Company's Disclosure Schedule, (d) to the Company's knowledge, 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, (e) there . There are no Liens for Taxes upon the assets of the Company or any 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. Except as discussed in Section 3.15 of the Company Disclosure Schedule, (f) to the Company's knowledge, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (gauthority. None of the Company or any of its subsidiaries has made an election under Section 341(f) of the Code. Except as disclosed in Section 3.15 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liability for Taxes of any 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 used herein, “"Taxes” " shall mean all taxes of any kind, including including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, value added, property or windfall profits taxes, customs, duties or similar feesduties, assessments or charges similar taxes 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. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the The Company and its ---------------------------- subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, (b) the except for such failure that would not result in a Company Material Adverse Effect. 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) shown to be due on such Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) 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 except for such Taxes which, if unpaid or unreserved, would not result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes. Except as disclosed in Section 3.17 of the Company's Disclosure Schedule, (d) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, would reasonably be expected to haveresult, individually or in the aggregate, in a Company Material Adverse Effect, (e) there . There are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, 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) that could result in a Company Material Adverse Effect. Except as discussed in Section 3.16 of the Company Disclosure Schedule, no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (g) neither authority. None of the Company nor or any of its subsidiaries has any liability for Taxes of any 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 used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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.made an

Tax Returns and Tax Payments. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (ai) the The Company and each of its subsidiaries have timely filed (or, as to subsidiaries, the Company Subsidiaries has filed or caused to be filed, on behalf of such subsidiaries) a timely basis, all material Tax Returns (as defined below) that are or were required to be filed by itor with respect to any of them, (b) either separately or as a member of a group, pursuant to applicable law. Each of the Company and its subsidiaries Subsidiaries has paid, or made provision for the payment of, all Taxes that have paid or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by the Company or its Subsidiaries, except such Taxes, if any, as are listed in Section 3.2(j)(i)(B) of the Disclosure Schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Company SEC Financial Statements; (ii) The Company and its Subsidiaries have not granted the IRS or relevant state tax authorities any extension or waiver of or the applicable statute of limitations for their respective United States federal and state income Tax Returns for any period. All deficiencies proposed as a result of any audits of any Tax Returns have been paid, reserved against, settled, or, as to subsidiaries, the Company has paid listed on behalf of such subsidiariesSection 3.2(j)(ii) all Taxes (as defined below) shown to be due on such 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 as being due on any Tax Returns, (c) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any TaxesDisclosure Schedule, (d) 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, (e) there are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed contested in good faith by appropriate proceedings and with respect to which adequate reserves proceedings. No issues have been taken, raised (fand are currently pending) no audit of by any material taxing authority in connection with any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority Subsidiaries, and (g) neither the Company nor any of its subsidiaries Subsidiaries has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any liability for other Person) of any statute of limitations relating to the payment of Taxes of the Company or its Subsidiaries for which any person of them may be liable; (other than iii) The charges, accruals, and reserves with respect to Taxes on the respective books of each of the Company and its subsidiariesSubsidiaries are adequate (determined in accordance with GAAP) under Treasury Regulation and are at least equal to that company's liability for Taxes. All Taxes that the Company or any of its Subsidiaries is or was required by applicable law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper governmental entity or other Person; (iv) All Tax Returns filed by (or that include on a consolidated basis) the Company and/or its Subsidiaries are true, correct, and complete. There is no tax sharing agreement that will require any payment by the Company or any of its Subsidiaries after the date of this Agreement. Except as set forth in Section 1.1502-6 3.2(j)(iv) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is or has been a member of any consolidated, combined, unitary or aggregate group for Tax purposes except such a group consisting only of the Company and its Subsidiaries; and (v) Neither the Company nor any of its Subsidiaries has filed a consent pursuant to the collapsible corporation provisions of Section 341(f) of the Code (or any comparable corresponding provision of state, local or foreign income tax law). As used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. (a) Except as disclosed set forth in Section 3.15 3.16 of the Company Disclosure Letter, Schedule: (ai) the Company and its subsidiaries Subsidiaries have prepared in good faith and have duly and timely filed (or, as to subsidiariesSubsidiaries, the Company has filed on behalf of such subsidiariesSubsidiaries) all material Tax Returns (as defined below) required to be filed by it, it and all such Tax Returns are complete and accurate in all material respects; (bii) the Company and its subsidiaries Subsidiaries have paid (or, as to subsidiariesSubsidiaries, the Company has paid on behalf of such subsidiariesSubsidiaries) all material Taxes (as defined below) shown to be due on such their Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) reserves in its financial statements for any Taxes that have not been paidpaid (excluding any reserve for deferred Taxes established to reflect timing differences), whether or not shown as being due on any Tax Returns, ; (ciii) neither the Company nor any of its subsidiaries Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes, ; (div) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, ; (ev) there are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, 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 (excluding any reserve for deferred Taxes established to reflect timing differences) have been taken, ; (fvi) to the knowledge of the Company no audit of any material Tax Return of the Company or any of its subsidiaries Subsidiaries is being conducted by a Tax authority and authority; (gvii) neither the Company nor any of its subsidiaries Subsidiaries has any liability for Taxes of any person Person (other than the Company and its subsidiariesSubsidiaries) 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 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; (ix) there are no contracts, agreements or other arrangements 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. (b) As used herein, “"Taxes” " shall mean all taxes of any kind, including including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (ai) the The Company and each of its subsidiaries have timely filed (or, as to subsidiaries, the Company Subsidiaries has filed or caused to be filed, on behalf of such subsidiaries) a timely basis, all material Tax Returns (as defined below) that are or were required to be filed by itor with respect to any of them, (b) either separately or as a member of a group, pursuant to applicable law. Each of the Company and its subsidiaries Subsidiaries has paid, or made provision for the payment of, all Taxes that have paid or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by the Company or its Subsidiaries, except such Taxes, if any, as are listed in Section 3.2(j)(i) of the Disclosure Schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Company SEC Financial Statements; (ii) The Company and its Subsidiaries have not granted the IRS or relevant state tax authorities any extension or waiver of or the applicable statute of limitations for their respective United States federal and state income Tax Returns for any period. All deficiencies proposed as a result of any audits of any Tax Returns have been paid, reserved against, settled, or, as to subsidiaries, the Company has paid listed on behalf of such subsidiariesSection 3.2(j)(ii) all Taxes (as defined below) shown to be due on such 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 as being due on any Tax Returns, (c) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any TaxesDisclosure Schedule, (d) 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, (e) there are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed contested in good faith by appropriate proceedings and with respect to which adequate reserves proceedings. No issues have been taken, raised (fand are currently pending) no audit of by any material taxing authority in connection with any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority Subsidiaries, and (g) neither the Company nor any of its subsidiaries Subsidiaries has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any liability for other Person) of any statute of limitations relating to the payment of Taxes of the Company or its Subsidiaries for which any person of them may be liable; (other than iii) The charges, accruals, and reserves with respect to Taxes on the respective books of each of the Company and its subsidiariesSubsidiaries are adequate (determined in accordance with GAAP) under Treasury Regulation and are at least equal to that company's liability for Taxes. All Taxes that the Company or any of its Subsidiaries is or was required by applicable law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper governmental entity or other Person; (iv) All Tax Returns filed by (or that include on a consolidated basis) the Company and/or its Subsidiaries are true, correct, and complete. There is no tax sharing agreement that will require any payment by the Company or any of its Subsidiaries after the date of this Agreement. Except as set forth in Section 1.1502-6 3.2(j)(iv) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is or has been a member of any consolidated, combined, unitary or aggregate group for Tax purposes except such a group consisting only of the Company and its Subsidiaries; and (v) Neither the Company nor any of its Subsidiaries has filed a consent pursuant to the collapsible corporation provisions of Section 341(f) of the Code (or any comparable corresponding provision of state, local or foreign income tax law). As used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the The Company and its subsidiaries Subsidiaries have timely filed (or, as to subsidiariesSubsidiaries, the Company has filed on behalf of such subsidiariesSubsidiaries) all material Tax Returns (as defined below) required to be filed by it, (b) except to the extent that any failure to have filed would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and its subsidiaries Subsidiaries have paid (or, as to subsidiariesSubsidiaries, the Company has paid on behalf of such subsidiariesSubsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) 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 in each case, except to the Company nor extent that any of its subsidiaries has granted any request that remains failure so to pay or reserve would not, individually or in effect for waivers of the time to assess any Taxesaggregate, (d) no have a Material Adverse Effect on the Company. No claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, would reasonably be expected to haveresult, individually or in the aggregate, (x) in the case of U.S. federal income taxes, in a material Tax liability to the Company and its Subsidiaries, taken as a whole, and (y) in all other cases a Tax liability having a Material Adverse Effect, (e) there Effect on the Company. There are no material Liens for Taxes upon the assets of the Company or any subsidiary, 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 . No audit of any material Tax Return of the Company or any of its subsidiaries Subsidiaries is being conducted by a Tax authority and (g) neither authority, which, if resolved in a manner unfavorable to the Company nor or any of its subsidiaries has any Subsidiaries, as the case may be, would result, individually or in the aggregate, in a Tax liability for Taxes having a Material Adverse Effect on the Company. No extension of the statute of limitations on the assessment of any person (other than Federal income Taxes has been granted by the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law)its Subsidiaries that is currently in effect. As used herein, “"Taxes” " shall mean all taxes of any kind, including including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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. (a) Except as disclosed in Section 3.15 Company Disclosure Schedule 3.09(a), each of the Company and the Company Subsidiaries has filed all tax returns and reports required to be filed by it (or requests for extensions to file such returns or reports have been timely filed and granted and have not expired) and all such tax returns and reports were complete and accurate in all respects when filed, except to the extent that such failures to file, to have extensions granted that remain in effect or to be complete and accurate in all respects, as applicable, would not, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as disclosed on Company Disclosure LetterSchedule 3.09(a), the Company and each Company Subsidiary has paid (aor the Company has paid on its behalf) or has accrued on its financial statements all taxes shown as due on such tax returns and reports. The most recent Company Financial Statements reflect an adequate reserve for all taxes payable by the Company and Company Subsidiaries for all taxable periods and portions thereof accrued through the date of such Company Financial Statements. Except as disclosed on Company Disclosure Schedule 3.09(a), the Company has received no written notice of deficiencies for any taxes proposed, asserted or assessed against the Company or any Company Subsidiary that are not adequately reserved for, except for any inadequately reserved taxes and inadequately reserved deficiencies that, individually or in the aggregate, would not be material to the Company and its subsidiaries have timely filed (ortaken as a whole. Except as disclosed on Company Disclosure Schedule 3.09(a), as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it, (b) 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) shown to be due on such 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 as being due on any Tax Returns, (c) neither the Company nor any of its subsidiaries has granted any request that remains in effect no requests for waivers of the time to assess any Taxes, (d) no claim for unpaid Taxes has been asserted taxes against the Company or any of its subsidiaries Company Subsidiary have been granted or are pending, except for requests with respect to such taxes that have been adequately reserved for in writing by a Tax authority whichthe most recent Company Financial Statements or, if resolved in a manner unfavorable to the Company or any extent not adequately reserved, the assessment of its subsidiaries, as the case may be, which would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, (e) there are no Liens for Taxes upon the assets of the Company or any 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 be material to which adequate reserves have been taken, (f) no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (g) neither the Company nor any of its subsidiaries has any liability for Taxes of any 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 used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to subsidiaries taken as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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 thereundera whole.

Tax Returns and Tax Payments. (a) Except as disclosed set forth in Section 3.15 3.16 of the Company Disclosure Letter, Schedule: (ai) the Company and its subsidiaries Subsidiaries have prepared in good faith and have duly and timely filed (or, as to subsidiariesSubsidiaries, the Company has filed on behalf of such subsidiariesSubsidiaries) all material Tax Returns (as defined below) required to be filed by it, it and all such Tax Returns are complete and accurate in all material respects; (bii) the Company and its subsidiaries Subsidiaries have paid (or, as to subsidiariesSubsidiaries, the Company has paid on behalf of such subsidiariesSubsidiaries) all material Taxes (as defined below) shown to be due on such their Tax Returns or has provided (or, as to subsidiariesSubsidiaries, the Company has made provision on behalf of such subsidiariesSubsidiaries) reserves in its financial statements for any Taxes that have not been paidpaid (excluding any reserve for deferred Taxes established to reflect timing differences), whether or not shown as being due on any Tax Returns, ; (ciii) neither the Company nor any of its subsidiaries Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes, ; (div) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries Subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiariesSubsidiaries, as the case may be, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, ; (ev) there are no Liens for Taxes upon the assets of the Company or any subsidiarySubsidiary, 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 (excluding any reserve for deferred Taxes established to reflect timing differences) have been taken, ; (fvi) to the knowledge of the Company no audit of any material Tax Return of the Company or any of its subsidiaries Subsidiaries is being conducted by a Tax authority and authority; (gvii) neither the Company nor any of its subsidiaries Subsidiaries has any liability for Taxes of any person Person (other than the Company and its subsidiariesSubsidiaries) 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 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 (ix) There are no agreements or arrangements which are reportable transactions as defined by Treasury Regulation Section 1.6011-4. (b) As used herein, “Taxes” shall mean all taxes of any kind, including including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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 with respect to Taxes. As used herein, “Code” shall mean the Code and the Treasury Regulations promulgated thereunder.

Tax Returns and Tax Payments. Except as disclosed as, individually or in Section 3.15 of the aggregate, has not had or would not reasonably be expected to have a Company Disclosure Letter, Material Adverse Effect: (a) The Company and the Company and its subsidiaries Subsidiaries have timely filed (or, as to subsidiariesthe Company Subsidiaries, the Company has filed on behalf of such subsidiariesCompany Subsidiaries) all material Tax Returns (as defined below) required to be filed by it, and all such Tax Returns are correct and complete in all material respects. (b) The Company and the Company and its subsidiaries Subsidiaries have paid (or, as to subsidiariesthe Company Subsidiaries, the Company has paid on behalf of such subsidiariesCompany Subsidiaries) all Taxes (as defined below) require to be paid, whether or not shown to be due on such any Tax Returns or has provided (or, as to subsidiariesthe Company Subsidiaries, the Company has made provision on behalf of such subsidiariesCompany 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 Neither the Company nor any of its subsidiaries the Company Subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes, . (d) no No claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries in writing the Company Subsidiaries 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, authority. (e) there There are no Liens for Taxes upon the assets of the Company or any subsidiaryCompany Subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings Proceedings and with respect to which adequate reserves have been taken, . (f) no No audit of any material Tax Return of the Company or any of its subsidiaries the Company Subsidiaries is being conducted by a Tax authority and authority. (g) neither Neither the Company nor any of its subsidiaries 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 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 Person (other than the Company and its subsidiariesor any Company Subsidiary) under arising from the application of Treasury Regulation Section 1.1502-6 (or any comparable analogous provision of state, local or foreign lawLaw. (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). As used herein. (i) Since January 1, “Taxes” shall mean all taxes 2011, no written claim has been made by any Tax authority in a jurisdiction where the Company or any of the Company Subsidiaries has not filed a Tax Return that it is or may be subject to Tax by such jurisdiction. (j) Neither the Company nor any kindof the Company Subsidiaries will be required to include any item of income in, including those 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 measured by prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, value added, property or windfall profits taxes, customs, duties any corresponding or similar feesprovision of state, assessments local or charges foreign income Tax Law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 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 (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 Treasury Regulations promulgated thereunderClosing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) as a result of Section 108(i) of the Code.

Tax Returns and Tax Payments. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (a) the The Company and its subsidiaries Subsidiaries have duly and timely filed (orall U.S. federal, as to subsidiariesstate, the Company has filed on behalf of such subsidiaries) all material county, local and foreign Tax Returns (as defined below) that involve a material amount of Tax that are required to be filed by iteach of them and there are in effect no waivers of applicable statutes of limitations with respect to such entities for Taxes or Tax Returns for any year, and such Tax Returns are true, correct, and complete in all material respects and, in all material respects, accurately reflect all items to the extent required to be reflected or included in such Tax Returns of the Company or its Subsidiaries, as applicable, for the periods covered thereby. There are no ongoing examinations or audits of any Tax Returns by any applicable U.S. federal, state, local or foreign governmental agency, and there are no administrative or court proceedings with respect to any Tax Returns or material Taxes of the Company or its Subsidiaries and none have been threatened in writing. (b) the The Company and its subsidiaries Subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such not received any written notice or written inquiry from any jurisdiction where 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 paidfiled that Tax Returns may be required or the Company or its Subsidiaries may be subject to material taxation by that jurisdiction, and to the Company’s knowledge Tax Returns are not required to be filed in any other jurisdiction where Tax Returns have not been filed. (c) Except as would not have a Material Adverse Effect, there are no U.S. federal, state, county, local or foreign Taxes due and payable by the Company or any of its Subsidiaries (whether or not shown as being due and payable on any Tax ReturnsReturn) which have not been timely paid. Except as would not have a Material Adverse Effect, there are no accrued and unpaid federal, state, country, local or foreign Taxes of the Company which are due, whether or not assessed or disputed. (cd) neither Except as would not have a Material Adverse Effect, all Taxes that are required to be withheld or collected by the Company or its Subsidiaries have been duly withheld and collected and, to the extent required, have been paid to the appropriate governmental authority or properly deposited as required by applicable law. (e) No shareholder of the Company has any powers of attorney relating to Taxes payable by the Company. The Company and its Subsidiaries are not a party to any Tax sharing, Tax indemnification or similar agreement currently in force. (f) Under current laws and regulations of the Xxxxxxxx Islands and any political subdivision or taxing authority thereof or therein, any amounts payable with respect to the Company Shares, Alternative Shares, Warrants or shares of Common Stock, as applicable, upon liquidation of the Company or upon redemption thereof, are not subject to Xxxxxxxx Islands income Tax, and dividends and other distributions declared and payable on the Company Shares, Alternative Shares, Warrants or shares of Common Stock , as applicable, may be paid by the Company to the holder thereof in United States dollars that may be freely transferred out of the Xxxxxxxx Islands and all such payments made to holders thereof or therein who are non-residents of the Xxxxxxxx Islands will not be subject to income, withholding or other Taxes under laws and regulations of the Xxxxxxxx Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other Tax, duty, withholding or deduction in the Xxxxxxxx Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Xxxxxxxx Islands or any political subdivision or taxing authority thereof or therein. (g) There are no Liens for Taxes (other than Permitted Liens) with respect to any of the assets or properties of the Company or its Subsidiaries. (h) Neither the Company nor any of its subsidiaries Subsidiaries has granted been a party or engaged in any request transaction that remains in effect for waivers is a “listed transaction” under Section 1.6011 -4(b)(2) of the time to assess any TaxesUnited States Treasury Regulations. (i) No stamp, (d) 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, (e) there are no Liens for Taxes upon the assets of the Company or any 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 material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (g) neither the Company nor any of its subsidiaries has any liability for Taxes of any 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 used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, usetransfer, ad valorem, franchisevalue added or other tax is payable under current laws and regulations of the Xxxxxxxx Islands or any political subdivision or taxing authority thereof or therein in respect of the execution and delivery of this Agreement or the issuance and delivery of the Company Shares, profitsAlternative Shares, licenseWarrants or shares of Common Stock, value addedas applicable, property or windfall profits taxesin the manner contemplated by this Agreement. (j) This Section 4.19, customsSection 4.15 (as it relates to Taxes), duties or similar feesSection 4.25, assessments or charges Section 4.26, Section 4.27 and Section 4.28 contain the sole and exclusive representations and warranties 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 the Company with respect to Taxes. As used herein, “Code” shall mean the Code and the Treasury Regulations promulgated thereunderany Tax matters.

Tax Returns and Tax Payments. Except as disclosed in Section 3.15 of the Company Disclosure Letter, (ai) the The Company and each of its subsidiaries have timely filed (or, as to subsidiaries, the Company Subsidiaries has filed or caused to be filed, on behalf of such subsidiaries) a timely basis, all material Tax Returns (as defined below) that are or were required to be filed by itor with respect to any of them, (b) either separately or as a member of a group, pursuant to applicable law. Each of the Company and its subsidiaries Subsidiaries has paid, or made provision for the payment of, all Taxes that have paid or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by the Company or its Subsidiaries, except such Taxes, if any, as are listed in Section 3.2(j)(i) of the Disclosure Schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Company SEC Financial Statements; (ii) The Company and its Subsidiaries have not granted the IRS or relevant state tax authorities any extension or waiver of or the applicable statute of limitations for their respective United States federal and state income Tax Returns for any period. All deficiencies proposed as a result of any audits of any Tax Returns have been paid, reserved against, settled, or, as to subsidiaries, the Company has paid listed on behalf of such subsidiariesSection 3.2(j)(ii) all Taxes (as defined below) shown to be due on such 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 as being due on any Tax Returns, (c) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any TaxesDisclosure Schedule, (d) 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, (e) there are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed contested in good faith by appropriate proceedings and with respect to which adequate reserves proceedings. No issues have been taken, raised (fand are currently pending) no audit of by any material taxing authority in connection with any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority Subsidiaries, and (g) neither the Company nor any of its subsidiaries Subsidiaries has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any liability for other Person) of any statute of limitations relating to the payment of Taxes of the Company or its Subsidiaries for which any person of them may be liable; (other than iii) The charges, accruals, and reserves with respect to Taxes on the respective books of each of the Company and its subsidiariesSubsidiaries are adequate (determined in accordance with GAAP) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law). As used herein, “Taxes” shall mean all taxes of any kind, including those on or measured by or referred and are at least equal to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, 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 that company's liability for Taxes. As used herein, “Code” shall mean the Code and the Treasury Regulations promulgated thereunder.All Taxes

Tax Returns and Tax Payments. Except as disclosed in Section 3.15 3.14 of the Company Disclosure LetterSchedule, (a) the Company and its subsidiaries have timely filed (or, as to subsidiaries, the Company has timely filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, (b) all such tax returns are correct and complete in all material respects. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, the Company and its subsidiaries have timely paid (or, as to subsidiaries, the Company has timely paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or and has provided (or, as to subsidiaries, the Company has made provision on behalf of such subsidiaries) ), in accordance with GAAP, reserves in its financial statements most recent SEC Financial Statements for any Taxes that have not been paidpaid (exclusive of reserves representing differences in timing between tax and book income), whether or not shown as being due on any Tax Returns, (c) neither . Neither the Company nor any of its subsidiaries has granted made any request that remains in effect for waivers of the time to assess any Taxes, (d) no U.S. Taxes or any material non-U.S. Taxes that are pending or outstanding. 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 result in the aggregate, a Company Material Adverse Effect, (e) there . There are no Liens for Taxes upon the assets of the Company or any subsidiary, Subsidiary that would reasonably be expected to result in a Company Material Adverse Effect except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and proceedings, with respect to which Liens adequate reserves have been taken. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, (f) no audit of any material Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority and (g) neither authority. Neither the Company nor any of its subsidiaries has any liability for Taxes made an election under Section 341(f) of any person (other than the Code. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, none of the Company and its subsidiariessubsidiaries has made any payments, is obligated to make any payments, or is party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code Section 280G or Code Section 162(m). None of the Company and its subsidiaries is party to any Tax allocation or sharing agreement. None of the Company and 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 under Treasury Regulation Code Section 1.1502-6 481(c) (or any comparable corresponding or similar provision of state, local or foreign income Tax law). As used herein; (B) "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, “Taxes” shall mean all taxes of any kind, including those local or foreign income Tax law) executed on or measured by prior to the Closing Date; (C) material deferred intercompany gains or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, value added, property any material excess loss accounts described in Treasury Regulations under Code Section 1502 (or windfall profits taxes, customs, duties any corresponding or similar feesprovision of state, assessments local or charges foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) material prepaid amounts received on or prior to the Closing Date. The Company and its subsidiaries have not joined in filing a consolidated return as members of a consolidated group that included the corporation that distributed the stock of SLC Technologies, Inc. in a spin-off on October 10, 1997 (the "Spin-Off") for any kind whatsoevertax year of that group beginning after December 31, together 1997. The Internal Revenue Service has issued a private letter ruling (the "Ruling") that the Spin-Off was tax-free pursuant to Section 355 of the Code. The Internal Revenue Service has issued a supplemental private letter ruling that the merger of SLC Technologies, Inc. into the Company, which occurred in May, 2000, would satisfy certain of the representations made in connection with any interest the Ruling and any penalties, additions that the provisions of the Ruling that the Spin-Off was tax-free 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 distributing corporation and its shareholders under Section 355 of the Code would remain in full force and effect upon and following completion of the merger. All factual representations made pursuant to each such ruling request were correct and accurate in all material respects when made and thereafter no material facts represented therein have changed. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, neither the Company nor its U.S. subsidiaries has a permanent establishment or tax presence outside of its country of incorporation or organization. Neither the Company nor any of its subsidiaries have taken any action or failed to take any action that would cause the Offer and the Treasury Regulations promulgated thereunderMerger to fail to qualify as a tax-free reorganization under Section 368(a) of the Code, and no facts exist that would cause the Offer and the Merger to fail to so qualify.