Common use of Tax Returns and Taxes Clause in Contracts

Tax Returns and Taxes. (a) The Company and its Subsidiaries have (i) timely filed all Tax Returns which are required to be filed by them with respect to any Taxes; and (ii) timely paid all Taxes due or payable by the Company or any of its Subsidiaries whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities of the Company and its Subsidiaries for Taxes for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure Schedule, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company nor any of its Subsidiaries has received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There are no claims, examinations, Proceedings or proposed deficiencies for Taxes pending or, to the Knowledge of the Seller and the Company, threatened against the Company or any of its Subsidiaries. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company and its Subsidiaries are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have (i) timely filed all Tax Returns which are (as hereinafter defined) required to be filed by them it. Except with respect to any Taxes; contested liability for Taxes (as hereinafter defined), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct and (ii) timely paid complete in all material respects. All Taxes due or payable owed by the Company or and any of its Subsidiaries (whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) Taxes, the liabilities non-payment of the Company and its Subsidiaries for Taxes for the periods, properties or events covered therebywhich could not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Section 3.19(a) on Schedule 2.20, none of the Company Disclosure Schedule, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company nor any of and its Subsidiaries has received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has not waived any statute of limitations in respect of Taxes or executed or filed with any taxing Tax authority any agreement or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. There Except as set forth on Schedule 2.20, there are no claims, examinations, Proceedings audits, proceedings or proposed deficiencies for or in respect of Taxes pending or, to the Knowledge of the Seller and the Company's knowledge, threatened against the Company or any of its Subsidiaries. (c) . No claim has been made in writing to the Company or its Subsidiaries in the past three years by an authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company or and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company and its Subsidiaries are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive to pay any statute Tax (other than Liens and security interests for Taxes not yet due and payable or for Taxes that the Company (or any of limitations its Subsidiaries, as applicable) is contesting in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiencygood faith). (fb) The Company (and each of its Subsidiaries, as applicable) has withheld and paid all Taxes required by applicable law to have been withheld and paid in connection with amounts paid or owing to any Employee or Former Employee, independent contractor, creditor, stockholder or other third party, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) Except as set forth in Section 3.19(f) on Schedule 2.20, there is no dispute or claim concerning any Tax liability of the Company Disclosure Schedule(or any of its Subsidiaries, all Taxes that as applicable) either (i) claimed or raised by any governmental authority in writing or (ii) as to which the Company or any of its Subsidiaries is executive officers (or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (iemployees principally responsible for Tax matters) has been a member knowledge based upon personal contact with any agent of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of statesuch authority. Schedule 2.20 lists those federal, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).foreign

Tax Returns and Taxes. Except as set forth on Schedule 3.16, (a) The Company and its Subsidiaries have the Seller has (i) timely filed all filed, with respect to those Tax Returns (as defined herein) previously due, and will timely file in the future, with respect to those Tax Returns not yet due, all material federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns") which include any periods prior to the First Closing Date and are required to be filed by them the Seller with respect to any federal, state, local or foreign income, payroll, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (the "Taxes"); and (ii) timely paid paid, or will timely pay, all Taxes material Taxes, interest, penalties, assessments and deficiencies due or payable by the Company or any of its Subsidiaries whether or not shown as due and payable on any assessed pursuant to such Tax Returns. All ; (b) all such Tax Returns properly reflect the liabilities of the Company and its Subsidiaries Seller for Taxes for the periods, properties or events covered thereby. Except as set forth thereby in Section 3.19(aall material respects; (c) of the Company Disclosure Schedule, no extensions of time in which to file any Tax Returns for the State of Michigan or any jurisdiction within the State of Michigan have been executed or filed with any Governmental Authority. taxing authority; (bd) Neither the Company nor any of its Subsidiaries Seller has not received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There ; (e) there are no claims, examinations, Proceedings proceedings or proposed deficiencies for material Taxes pending or, to the Knowledge knowledge of the Seller and the CompanySeller, threatened against the Company or any of its Subsidiaries. Seller (cf) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company and its Subsidiaries are Seller is current in the payment of all withholding and other employee Taxes for the State of Michigan or any jurisdiction in the State of Michigan which are due and payable. The ; (g) the accruals for Taxes contained in the Pre-Closing Balance Sheet books of the Seller are adequate to cover all outstanding liabilities for Taxes of the Company and its Subsidiaries Seller for all periods or portions thereof ending on or before March 31, 2011, the First Closing Date; and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Dateknowledge of Seller, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No no claim has ever been made by a Governmental Authority an authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Seller does not file Tax Returns asserting that the Company or any Subsidiary it is or may be subject to Taxes assessed taxation by such that jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have (i) timely Each of the Transferred Winget Entities and each Transferring Winget Entity (with respect to xxx Xxansferred Assets) has duly filed (xx xaused to be filed) all Tax Returns which are returns of Taxes required to be filed by them it, and each of the Transferred Winget Entities and Transferring Winget Entities (with respect to any Taxes; the Xxxxxferred Assets) has paid all Xxxxx for all periods covered by such returns. Such returns of Taxes are true, correct, and complete in all material respects. (ii) timely paid all No action or proceeding for the assessment or collection of any Taxes due is pending or payable by proposed against any of the Company Transferred Winget Entities or any of its Subsidiaries whether Transferring Winget Entities (with respect to xxx Xxansferred Assets), and no defixxxxxx, assessment or not shown as due and payable on other claim for any Tax Returns. All Tax Returns properly reflect the liabilities Taxes has been asserted or made against any of the Company and its Subsidiaries Transferred Winget Entities or Transferring Winget Entities (with respect to the Xxxxxxerred Assets) that has not xxxx fully paid. No issue has been raised by any taxing authority in connection with an audit or examination of any return of Taxes which has not been resolved or for Taxes for which, if not resolved, adequate reserves are not maintained. No Transferred Winget Entity or Transferring Winget Entity (with respect to the periodsTranxxxxxxd Assets) has agreed, properties or events covered thereby. Except as set forth nox xx xequired, to include in income any adjustment pursuant to Section 3.19(a481(a) of the Company Disclosure Schedule, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company nor any of its Subsidiaries has received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There are no claims, examinations, Proceedings or proposed deficiencies for Taxes pending or, to the Knowledge of the Seller and the Company, threatened against the Company or any of its Subsidiaries. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure Code (or alleged failurecomparable state or foreign law or regulations) to pay any Tax. (d) The Company and its Subsidiaries are current by reason of a change in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on accounting method or before March 31, 2011, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiencyotherwise. There are no outstanding written requests by any Governmental Authority that agreements or waivers extending the Company applicable statutory periods of limitation for the assessment or any of its Subsidiaries waive any statute of limitations in respect collection of Taxes for any Transferred Winget Entity or agree to an extension of time Transferring Winget Entity (with respect to the Tranxxxxxxd Assets) for any period. Xx Xransferred Winget Entity or Transferring Winget Entity has, with regard to any axxxxx or property held by any Xxxxxxerred Winget Entity or with respect to the Transferred Assets, filed a Tax assessment consxxx xx the application of Section 341(f)(2) of the Code (or deficiencycomparable state or foreign law or regulations). No Transferred Winget Entity or Transferring Winget Entity (with respect to the Tranxxxxxxd Assets) has received axx xxxorts or other written assertions by agents of any taxing authority of any deficiencies or other liabilities for Taxes with respect to taxable periods for which the limitations period has not run. All Taxes of the Transferred Winget Entities (including South Africa and Australia) which have beex xxxxssed but EXECUTION COPY are not yet due and owing have been fully accrued on the financial statements of the Transferors in accordance with GAAP or International Accounting Standards, as applicable. (fiii) Except as set forth in Section 3.19(f) All Taxes which any of the Company Disclosure Schedule, all Taxes that the Company Transferred Winget Entities or any of its Subsidiaries is Transferring Winget Entities (with respect to xxx Xxansferred Assets) has been reqxxxxx to collect or was required by Law to withhold, deduct or collect withhold have been duly withheld, deducted and withheld or collected and, to the extent required, have been paid to the proper Governmental Authority Taxing authority. (iv) No Transferred Winget Entity or other Person. There is no Transferring Winget Entity (with respect to the Tranxxxxxxd Assets) is, nor has bexx, x party to any tax allocation or tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (gv) Neither None of the Company nor any Subsidiary (iWinget Assets is subject to a "safe harbor lease" under Section 168(f)(0) has been a member xf the Code, as in effect immediately prior to the Tax Equity and Fiscal Responsibility Act of an affiliated group within the meaning of Code Section 1504(a) 1982 (or comparable federal, state or foreign law or regulations). (vi) None of the Transferred Winget Entities will have any similar group defined under liability for the Taxes of any person oxxxx xhan the respective Transferred Winget Entity. For purposes of this representation, Taxes imposed undxx Xxxasury Regulation section 1.1502-6 or a similar provision of state, local or foreign law) and (ii) has liability for Tax law shall not be considered Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwiserespective Transferred Winget Entity. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).

Tax Returns and Taxes. (a1) The Company and its Subsidiaries have (i) timely filed all All Tax Returns which are required to be filed by them with respect to Seller or the Business (including any Taxes; consolidated federal income Tax returns of Seller and any state Tax returns that include Seller on a consolidated, combined or unitary basis) are true, correct, and complete in all material respects and have been timely filed (ii) timely paid all Taxes due or payable by the Company or any of its Subsidiaries whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities of the Company and its Subsidiaries for Taxes for the periods, properties or events covered therebyincluding extensions). Except as set forth disclosed in Section 3.19(a) Schedule 3.1(e)(1), Seller currently is not the beneficiary of the Company Disclosure Schedule, no extensions any extension of time in within which to file any Tax Returns have been executed or filed with any Governmental AuthorityReturn. (b2) Neither Seller has paid, or made adequate provision for the Company nor payment of, all Taxes that have become due, except any such Taxes as are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Financial Statements. All payments of its Subsidiaries estimated Taxes required to be made with respect to Seller under Section 6655 of the Code or any comparable provision of Law have been made on the basis of Seller's good-faith estimate of the required installments. (3) The charges, accruals and reserves with respect to Taxes set forth in the Balance Sheet and the records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller's liability for Taxes. (4) No Tax assessment or deficiency against Seller has received been proposed in writing by any notice of assessment of additional Taxes and Governmental Entity that has not executed or filed with any taxing authority any agreement extending been resolved prior to the period of assessment of any Taxes. date hereof. (5) There are no claimsoutstanding subpoenas or requests for information with respect to any Tax Returns of Seller or the Taxes reflected on such Tax Returns. (6) No claim has ever been made by any Governmental Entity in a jurisdiction where Seller does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. (7) Schedule 3.1(e)(7) lists all income Tax Returns filed with respect to Seller for periods ended on or after December 31, examinations1998, Proceedings or proposed deficiencies for Taxes pending orand indicates those that, to the Knowledge of the Seller, have been or are currently being audited by any Governmental Entity. Seller has delivered to Buyer complete copies of all such filed federal income Tax Returns and the Company, threatened any examination reports and statements of deficiencies assessed against the Company or any of its Subsidiariesagreed to by Seller in respect thereof. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company and its Subsidiaries are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011, and include adequate provisions for all deferred Taxes. 8) All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the that Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or withhold and collect have been duly withheld, deducted withheld and collected and, to the extent required, have been paid to the proper Governmental Authority Entity. (9) No Liens for Taxes exist with respect to any of the Purchased Assets, except for statutory Liens for Taxes that are not yet due or other Person. payable. (10) There is no deficiency or refund litigation or any audit or examination pending with respect to any Taxes payable by Seller. Since December 31, 2000, Seller has not received any written notice from any Governmental Entity of the commencement of any deficiency or refund litigation or any audit or examination with respect to any Taxes payable by Seller. (11) Seller does not have outstanding any agreements or waivers extending, or having the effect of extending, the statute of limitations with respect to the assessment or collection of any Tax. (12) Seller is not party to or bound by, and does not owe any amount pursuant to, any tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding arrangement or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement agreement relating to Taxes) that will require any payment by the Company or any of its SubsidiariesSeller. (g13) Neither Seller is not a party to any agreement, contract or arrangement that would result, separately or in the Company nor any Subsidiary aggregate, in (i) has been a member the payment of an affiliated group any "excess parachute payments" within the meaning of Section 280G of the Code Section 1504(a) (by reason of the transactions contemplated hereby or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes the payment of any person (other than form of compensation or reimbursement for any Tax incurred by any Person arising under Section 280G of the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwiseCode. (h14) The Company and its Subsidiaries have Seller has reported in a manner for which there is substantial authority or has adequately disclosed on their its federal income Tax Returns all positions taken in such Tax Returns therein that could give rise to a substantial understatement underpayment of federal income Tax within the meaning of Section 6662 of the Code, and with respect to Tax Returns filed after the date of this Agreement, will report such positions in such a manner or will adequately disclose them. (15) Seller (i) The Company and its Subsidiaries have has not made any payments, are not obligated to make any payments, and are not been a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under member of an affiliated group within the meaning of Section 280G 1504(a) of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, and (ii) has no liability for the Taxes of any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in other Person under Treasury Regulation Section 1.1502-19 (6 or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law), as a transferee or successor by contract or otherwise. (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have Seller has (i) timely filed all federal, provincial, local and foreign tax returns, reports, statements and other similar filings (the “Tax Returns Returns”) which are required to be filed by them Seller with respect to any federal, provincial, local or foreign income, payroll, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (the “Taxes”); and (ii) timely paid all Taxes Taxes, interest, penalties, assessments and deficiencies due or payable by assessed pursuant to the Company or any of its Subsidiaries whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities of the Company and its Subsidiaries Seller for Taxes for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure ScheduleSchedule 3.20, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company nor any of its Subsidiaries taxing authority. Except as set forth in Schedule 3.20, Seller has not received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There Except as set forth in Schedule 3.20, there are no claims, examinations, Proceedings proceedings or proposed deficiencies for Taxes pending or, to the Knowledge knowledge of Seller, the Shareholder and each of the Seller and the CompanyPrincipals, threatened against the Company or any of its Subsidiaries. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company and its Subsidiaries are Seller. Seller is current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries Seller for all periods ending on or before March 31, 2011the Closing Date, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31Except as set forth in Schedule 3.20, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries Seller has not been audited by the Internal Canada Revenue Service Agency or any other Governmental Authority governmental agency or authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have has (i) timely filed all Tax Returns which are required to be filed by them with respect to any Taxesthe Company; and (ii) timely paid all Taxes due by or payable by assessed against the Company or any of its Subsidiaries (whether or not shown as due and payable on any Tax Returns). All Tax Returns properly reflect the liabilities of the Company and its Subsidiaries for Taxes for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure ScheduleSchedule 3.23, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the taxing authority. The Company nor any of its Subsidiaries has not received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement waiving or extending the period of assessment of any Taxes. There are no claims, examinations, Proceedings or proposed deficiencies for Taxes pending or, to the Knowledge knowledge of the Seller and the CompanySeller, threatened against the Company. The Company or any of its Subsidiaries. (c) There are no Liens on any assets of has withheld and paid over to the Company or any of its Subsidiaries that arose appropriate taxing authority all Taxes required to have been withheld and paid in connection with any failure (amounts paid or alleged failure) owing to pay any Tax. (d) The Company and its Subsidiaries are current employee, independent contractor, creditor or other third party. Except as set forth in Schedule 3.23, the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011the date of the Pre-Closing Balance Sheet, and include adequate provisions for all deferred Taxes. All Except as set forth in Schedule 3.23, all Taxes for periods beginning after March 31the date of the Pre-Closing Balance Sheet, 2011, will be have been paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither Company. Except as set forth in Schedule 3.23, the Company nor any of its Subsidiaries has not been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the The Company nor has not made any of its Subsidiaries nor the Seller have waived payments, is not obligated to make any statute of limitations in respect of Taxes or agreed payments, and is not a party to any extension of time with respect agreement that under certain circumstances could require it to a Tax assessment or deficiency. There make any payments, that are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in not deductible under Section 3.19(f) 280G of the Code. The Company Disclosure Schedule, all Taxes that the Company or does not have any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (Person other than the Company or any of its Subsidiariesitself (i) under Treas. Reg. section Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (ii) as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Datesuccessor, (iii) any intercompany transactions by Contract or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Dateotherwise. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).

Tax Returns and Taxes. (a) The Company and its Subsidiaries have (i) timely filed all Tax Returns which are (as hereinafter defined) required to be filed by them it. Except with respect to any Taxes; contested liability for Taxes (as hereinafter defined), as set forth on Schedule 2.20 hereto, all such Tax Returns were correct and (ii) timely paid complete in all material respects. All Taxes due or payable owed by the Company or and any of its Subsidiaries (whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect Return) have been paid except for (i) Taxes accrued but not yet payable, (ii) Taxes which are being contested in good faith, and (iii) Taxes, the liabilities non-payment of the Company and its Subsidiaries for Taxes for the periods, properties or events covered therebywhich could not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Section 3.19(a) on Schedule 2.20, none of the Company Disclosure Schedule, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company nor any of and its Subsidiaries has received any notice of assessment of additional Taxes that is currently pending. Except as set forth on Schedule 2.20, none of the Company and its Subsidiaries has not waived any statute of limitations in respect of Taxes or executed or filed with any taxing Tax authority any agreement or document extending the period of assessment of any Taxes, and the Company and its Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. There Except as set forth on Schedule 2.20, there are no claims, examinations, Proceedings audits, proceedings or proposed deficiencies for or in respect of Taxes pending or, to the Knowledge of the Seller and the Company's knowledge, threatened against the Company or any of its Subsidiaries. (c) . No claim has been made in writing to the Company or its Subsidiaries in the past three years by an authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no recorded Tax Liens on any of the assets of the Company or and its Subsidiaries, nor are there any security interests on any of the assets of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) of the Company or any of its Subsidiaries to pay any TaxTax (other than Liens and security interests for Taxes not yet due and payable or for Taxes that the Company (or any of its Subsidiaries, as applicable) is contesting in good faith). (b) The Company (and each of its Subsidiaries, as applicable) has withheld and paid all Taxes required by applicable law to have been withheld and paid in connection with amounts paid or owing to any Employee or Former Employee, independent contractor, creditor, stockholder or other third party, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) Except as set forth on Schedule 2.20, there is no dispute or claim concerning any Tax liability of the Company (or any of its Subsidiaries, as applicable) either (i) claimed or raised by any governmental authority in writing or (ii) as to which the Company or any of its executive officers (or employees principally responsible for Tax matters) has knowledge based upon personal contact with any agent of such authority. Schedule 2.20 lists those federal, state, local, and foreign income Tax Returns filed with respect to the Company (or any of its Subsidiaries, as applicable) that have been audited in the past three years, and indicates those Tax Returns that currently are the subject of audit. (d) The Company and its Subsidiaries are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g, as applicable) Neither has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. Except as set forth on Schedule 2.20(f) hereto, the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as applicable) has not made any payments, nor is it obligated to make any payments, nor is it a transferee or successor by contract or otherwise. (h) party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. The Company and its Subsidiaries have has disclosed on their its federal income Tax Returns all positions taken in such Tax Returns therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) . The Company and (or any of its Subsidiaries have not made any paymentsSubsidiaries, are not obligated to make any payments, and are as applicable) is not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will Tax allocation or sharing agreement. The Company has not be deductible under Section 280G been a member of an Affiliated Group filing a consolidated federal income tax return (other than a group the Code or would constitute compensation in excess common parent of which is the limitation set forth in Section 162(m) of the CodeCompany). (je) Neither the The Company nor (or any of its Subsidiaries will be required to include any item of Subsidiaries, as applicable) does not have (i) income in, or exclude any item of deduction from, taxable income reportable for any Tax a period that begins ending after the Closing Date as but attributable to a result of transaction (ie.g., an installment sale) any occurring in or a change in accounting method of accounting made for a taxable period ending on or prior to the Closing Date, Date which resulted in a deferred reporting of income from such transaction or from such change in accounting method (other than a deferred intercompany transaction); or (ii) any “closing agreement” as described in Code Section 7121 (deferred gain or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment arising out of any “excess parachute payment” within the meaning of Code Section 280G deferred intercompany transaction. No "ownership change" (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii382(g) of the Code) has, and no transaction contemplated by this Agreement is subject to withholding the Company's knowledge, occurred prior to the date hereof which currently limits the Company's ability to utilize any net operating loss carryovers under Code Section 1445 (relating to “FIRPTA”)382 of the Code.

Tax Returns and Taxes. (a) The Company and its Subsidiaries have Except as set forth in Schedule 3.20, Seller has (i) timely filed all federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns Returns") which are required to be filed by them Seller with respect to any federal, state, local or foreign income, payroll, disability, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (the "Taxes"); and (ii) timely paid all Taxes Taxes, interest, penalties, assessments and deficiencies due or payable by assessed pursuant to the Company or any of its Subsidiaries whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities of the Company and its Subsidiaries Seller for Taxes for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure Scheduleon Schedule 3.20, no extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company nor any of its Subsidiaries taxing authority. Seller has not received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There are no claims, examinations, Proceedings proceedings or proposed deficiencies for Taxes pending or, to the Knowledge knowledge of the Seller and the CompanyShareholders, threatened against the Company or any of its Subsidiaries. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company and its Subsidiaries are Seller. Seller is current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries Seller for all periods ending on or before March 31June 30, 20111999, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March December 31, 20111998, will be have been paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries Seller. Except as set forth on Schedule 33.20, Seller has not been audited by the Internal Revenue Service or any other Governmental Authority governmental agency or authority within the past five years. (b) Seller and the Shareholders have reviewed with their own tax advisors the federal, state, local and foreign tax consequences of the transaction contemplated by this Agreement. Neither Seller and the Company nor Shareholders are relying solely on such advisors and not on any statements or representations of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company Buyer or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. agents. Seller and the Shareholders understand that Seller and the Shareholders (fand not Buyer) Except as set forth in Section 3.19(f) of shall be responsible for the Company Disclosure Schedule, all Taxes Seller's and the Shareholders' own tax liability that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date may arise as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement Agreement. Seller and the Shareholders acknowledge that it is subject Seller's and the Shareholders' sole responsibility and not Buyer's to withholding under Code Section 1445 (relating to “FIRPTA”)file timely all tax filings required by law.

Tax Returns and Taxes. (a) The Company Each of Fremont and its Subsidiaries Ridgepointe have (i) duly and timely filed with the appropriate governmental authorities all Tax Returns which are tax returns (including returns of estimated taxes), statements and reports required to be filed by them with respect to any Taxes; and (ii) timely have paid all Taxes due or payable taxes (including any interest, penalties and additions thereto) required to have been paid by them. All such tax returns, statements, and reports are complete and accurate in all respects and properly reflect the Company or any relevant taxes for the periods covered thereby. Each of its Subsidiaries whether or Fremont and Ridgepointe have withheld and paid all taxes required by law to have been withheld and paid by them. The liability of Fremont and Ridgepointe for taxes not shown as yet due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities does not, as of the Company Financial Statement Date, exceed the reserve for taxes (rather than any reserve for deferred taxes established to reflect timing differences between book and its Subsidiaries for Taxes income tax income) set forth on the faces of, respectively, the Interim Fremont Financial Statements and the Interim Ridgepointe Financial Statements (rather than in any notes thereto), as adjusted in accordance with GAAP for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure Schedule, no extensions period of time in which to file any Tax Returns have been executed or filed with any Governmental Authoritythrough the Closing Date. (b) Neither the Company nor any of its Subsidiaries has received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There are is no claims, examinations, Proceedings or proposed deficiencies for Taxes pending or, to the Knowledge best knowledge of the Seller and the Companyany Selling Shareholder after due inquiry, threatened against the Company action, proceeding, investigation, examination, assessment, or claim for any deficiency by any governmental authority for or relating to taxes of its Subsidiaries. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company Fremont and its Subsidiaries are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March 31, 2011, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March 31, 2011, will be paid or are adequately reserved against on the books of the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five yearsRidgepointe. Neither Fremont nor Ridgepointe is currently the Company nor beneficiary of any waiver of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes taxes or agreed to of any extension of time with respect within which to a Tax file any tax return, statement, or report or to pay any tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree Liens relating to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected andtaxes on or, to the extent requiredbest knowledge of any Selling Shareholder after due inquiry, have threatened against any of the assets of Fremont or Ridgepointe. Neither Fremont, Ridgepointe, nor any predecessor thereof is or has been paid a party to the proper Governmental Authority or other Person. There is no tax sharing agreement, any tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing sharing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under corporations filing a similar provision consolidated federal income tax return. Each of Fremont and Ridgepointe has delivered to Amerac correct and complete copies of their respective local, state, local federal, and foreign income tax returns filed or foreign lawrequired to have been filed by them during the five (5) calendar years preceding the date of this Agreement, together with all amendments thereto and (ii) has liability for Taxes all examination reports and statements of deficiencies assessed against or agreed to by them with respect to any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwisetaxes required to be shown thereon. (hc) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither Fremont nor Ridgepointe (i) The Company and its Subsidiaries have not has made any payments, are not is obligated to make any payments, and are not or is a party to any Contract agreement that under any circumstances would reasonably be expected to circumstance could obligate it or any assignee thereof to make any payments that in each case, will not be deductible under Section 280G of the Internal Revenue Code or would constitute compensation in excess of 1986 (the limitation set forth in Section 162(m) of the "Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, "); (ii) has made any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in election under Treasury Regulation Section 1.1502-19 20(g)(1); (iii) has made any election to have the provisions of Code Section 341(f)(2) apply to it; (iv) has any liability for taxes of any other person under Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of local, state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or ; (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) of the Code during the applicable period specified in Code Section 897(c)(1)(A)(ii); (vi) has sustained an "overall foreign loss" within the meaning of Code Section 904(f); (vii) has participated or cooperated with any "international boycott" within the Code, and no transaction contemplated by this Agreement is meaning of Code Section 999; (viii) has made any election under or with respect to the application of Code Section 197; (ix) owns any assets which are or will be subject to withholding under a lease to a "tax exempt entity" as defined in Code Section 1445 168(h)(2); or (relating x) owns any assets which Amerac or any affiliate of Amerac will be required to “FIRPTA”)treat as being owned by another person pursuant to the " Safe Harbor Lease" provisions of Code Section 168(f)(8) prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

Tax Returns and Taxes. (a) The Company CEC and its Subsidiaries have each Subsidiary has with respect to the VA Business (i) timely filed all federal, state, local and foreign tax returns, reports, statements and other similar filings (the "Tax Returns Returns") which are required to be filed by them with respect to any federal, state, local or foreign income, payroll, withholding, excise, sales, use, personal property, occupancy, business, mercantile, real estate, capital stock, franchise or other taxes (the "Taxes"); and (ii) timely paid all Taxes Taxes, interest, penalties, assessments and deficiencies due or payable by assessed pursuant to the Company or any of its Subsidiaries whether or not shown as due and payable on any Tax Returns. All Tax Returns properly reflect the liabilities of the Company CEC and its Subsidiaries each Subsidiary for Taxes for the periods, properties or events covered thereby. Except as set forth in Section 3.19(a) of the Company Disclosure Scheduleon Schedule 3.20, no current extensions of time in which to file any Tax Returns have been executed or filed with any Governmental Authority. (b) Neither the Company taxing authority; neither CEC nor any of its Subsidiaries Subsidiary has received any notice of assessment of additional Taxes and has not executed or filed with any taxing authority any agreement extending the period of assessment of any Taxes. There ; there are no claims, examinations, Proceedings proceedings or proposed deficiencies for Taxes pending or, to the Knowledge knowledge of the Seller CEC and the CompanySubsidiaries, threatened against the Company CEC or any of its Subsidiaries. (c) There are no Liens on any assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. (d) The Company Subsidiary; and its Subsidiaries CEC and each Subsidiary are current in the payment of all withholding and other employee Taxes which are due and payable. The accruals for Taxes contained in the Pre-Closing Balance Sheet are adequate to cover all liabilities for Taxes of the Company and its Subsidiaries for all periods ending on or before March December 31, 20111996, and include adequate provisions for all deferred Taxes. All Taxes for periods beginning after March December 31, 20111996, will be have been paid or are adequately reserved against on the books of CEC or the Company and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries has been audited by the Internal Revenue Service or any other Governmental Authority within the past five years. Neither the Company nor any of its Subsidiaries nor the Seller have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no outstanding written requests by any Governmental Authority that the Company or any of its Subsidiaries waive any statute of limitations in respect of Taxes or agree to an extension of time with respect to a Tax assessment or deficiency. (f) Except as set forth in Section 3.19(f) of the Company Disclosure Schedule, all Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold, deduct or collect have been duly withheld, deducted and collected and, to the extent required, have been paid to the proper Governmental Authority or other Person. There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary (i) has been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (ii) has liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treas. Reg. section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise. (h) The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) The Company and its Subsidiaries have not made any payments, are not obligated to make any payments, and are not a party to any Contract that under any circumstances would reasonably be expected to obligate it to make any payments that will not be deductible under Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (j) 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 Tax period that begins after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) any intercompany transactions or any excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign law), (iv) the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, or (v) any prepaid amount received on or prior to the Closing Date. (k) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction as defined in Code Section 6707A or Treasury Regulation Section 1.6011-4(b) and (c)(3), or any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(2). (l) Neither the Company nor any of its Subsidiaries has distributed the 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 Sections 355 or 361 of the Code. (m) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local, or foreign Tax Law). (n) No claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has never paid Taxes or filed Tax Returns asserting that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction. (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no transaction contemplated by this Agreement is subject to withholding under Code Section 1445 (relating to “FIRPTA”).