Common use of Tax Returns, Payments and Elections Clause in Contracts

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has timely filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, due except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that any such case as would not have a reserve has been reflected material adverse effect on the Financial Statements in accordance with generally accepted accounting principlesCompany. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereofhereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, employees the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Datedate of the Balance Sheet, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account or accounts for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has timely paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Company Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement DateDecember 31, 2013, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------- tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment assessments or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a341(f) or Section 341(f1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections that which relate solely to methods of accounting, depreciation or amortization) that which would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of To the Company’s 's knowledge none of its federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has and each of its Subsidiaries have timely filed all tax returns and reports (including information returns federal, foreign, state and reportslocal) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has and each of its Subsidiaries have paid all taxes takes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date dates thereof. The Neither the Company nor any of its Subsidiaries has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on Material Adverse Effect. Neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiaries has never had any tax deficiency proposed or assessed against it and or has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns of the Company or any of its Subsidiaries and none of its their state income or franchise tax or sales or use tax returns have has ever been audited by governmental authoritiesauthorities . Since the Financial Statement Dateend of the Company's last fiscal year, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has its Subsidiaries have made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its their business, properties and operations for such periodoperations. The Company has and its Subsidiaries have withheld or collected from each payment made to each of its employees, employees the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company Bank has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Bank has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company Bank as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Bank has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyBank, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company Bank has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the CompanyBank’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Datedate of the Balance Sheet, the Company Bank has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Bank has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Bank has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, including federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each of its Subsidiaries has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each of its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company and its Subsidiaries as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Neither the Company nor any of its Subsidiaries has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyCompany or any of its Subsidiaries, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Neither the Company nor any of its Subsidiaries has never ever had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's or any of its Subsidiaries' federal income tax returns and none of the Company's or any of its Subsidiaries' state income or franchise tax or sales or use tax returns have has ever been audited or the subject of inquiry by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course and each of business and the Company its Subsidiaries has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company and each of its Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each Subsidiary has paid all taxes and other assessments due, except those contested by it them in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company and each Subsidiary as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company and each Subsidiary has not elected pursuant to the Internal Revenue Xxxxxxxx Xxxxxxx Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it have they made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted ’s or any of its properties Subsidiary’s business, financial condition or material assetsproperties. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of To the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Dateknowledge, the Company and each Subsidiary has not incurred any taxesproperly classified, assessments or governmental charges for federal, state and foreign tax purposes, all employees, consultants, independent contractors and other than in service providers. To the ordinary course of business and Company’s knowledge, the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company each Subsidiary has withheld or collected from each payment made to each of its such entity’s employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and each such entity has paid the same to the proper tax receiving officers or authorized depositories. To the Company’s knowledge, none of the Company or any Subsidiary has any obligation to employees or other service providers with respect to deferred compensation arrangements which might be subject to excise tax under Section 409A of the Code. To the Company’s knowledge, the Company and each Subsidiary has withheld or collected all amounts required to be withheld or collected under Sections 1441 and 1442 of the Code, or any similar provision under state, local, or foreign tax law (including, but not limited to, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes, United Kingdom’s PAYE tax and taxes due under the UK’s National Insurance scheme and other foreign taxes). None of the Company or any Subsidiary has participated or engaged in any transaction described as a reportable transaction within the meaning of Treasury Regulations Section 1.6011-4(b), or any transaction described under similar provisions of state or local law. For purposes of this Section 2.23, “tax” (and, with correlative meaning, “taxes” and “taxable”) means any and all taxes including, without limitation, (a) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, business (taxe professionnelle), value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, social contributions, including without limitation social security contributions, Contribution Sociale Généralisée, Contribution Au Remboursement de la Dette Sociale, contributions paid to unemployment insurance agencies, contributions to voluntary additional or supplementary retirements plans, contributions to voluntary medical, life and disability plans, and any other taxes, withholding or contributions assessed in whole or in part on wages or salaries, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental entity responsible for the imposition of any such tax (domestic or foreign), (b) any liability for the payment of any amounts of the type described in (a) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor and (c) any liability for the payment of any amounts of the type described in (a) or (b) as a result of any express or implied obligation to indemnify any other person.

Tax Returns, Payments and Elections. The Company has timely filed all tax returns and reports (including information returns federal, state and reportslocal) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments duedue and payable, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections its "S corporation" election, which election has been revoked effective October 13, 1998, or that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------ tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that which relate solely to methods of accounting, depreciation or amortization) that which would have a material effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company Caldera Systems and each of its Subsidiaries has timely filed all tax returns and reports (including information returns federal, state and reportslocal) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Caldera Systems and each of its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule faith. Neither Caldera Systems nor any of Exceptions and except to the extent that a reserve its Subsidiaries has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Companybusiness, its properties, prospects or financial condition, its business as presently conducted or proposed to be conducted condition of Caldera Systems or any of its properties or material assetsSubsidiaries. The Company Neither Caldera Systems nor any of its Subsidiaries has never ever had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal Caldera Systems's or any Subsidiary's income tax returns (federal or otherwise) and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course Caldera Systems and each of business and the Company its Subsidiaries has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Caldera Systems and each of its Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or as currently proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each of its Subsidiaries has filed all tax returns and reports (including information returns and reports) as required by law. These Such returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each of its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected shown as due on the Financial Statements in accordance with generally accepted accounting principlessuch returns. The provision for taxes of the Company and its Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations of the Company and its Subsidiaries. The Neither the Company nor any of its Subsidiaries has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or any of its Subsidiaries made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect Material Adverse Effect. Except as set forth on Schedule 3.16, neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiaries has never had any tax deficiency proposed or assessed that has not been paid in full against it and by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and, other than those that have been paid in full or closed, none have been asserted in writing or, to the Company's Knowledge, currently threatened at any time for additional taxes. Neither the Company nor any of its Subsidiaries has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental chargecharge that remains outstanding. None Except as set forth on Schedule 3.16, within the six (6) year period preceding the date hereof, none of the Company’s federal income tax returns and none 's or any of its Subsidiary's foreign, federal, state or local income or franchise tax or sales or use tax returns have ever been audited are currently subject to audit by governmental authoritiesauthorities and, to the Company's Knowledge, none is threatened. Since the date of the Financial Statement DateStatements, neither the Company nor any of its Subsidiaries has not incurred any taxes, assessments or governmental charges other than in the ordinary course Ordinary Course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such periodBusiness. The Company and each of its Subsidiaries has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid or will pay within the time permitted therefore, the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has and the Subsidiaries have filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to respects. Each of the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company and its Subsidiaries has paid all taxes and other assessments duereflected in all such returns, except those contested by it in good faith that are listed in on Schedule 2.26 to the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company and the Subsidiaries as shown in the Company Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The None of the Company and its Subsidiaries has never had any tax deficiency proposed or assessed against it and or has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, date of the Company has not incurred any taxesFinancial Statements, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Each of the Company and its Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax tax-receiving officers or authorized depositoriesdepositaries. The Company is not a member of a consolidated group that includes any party other than its direct or indirect wholly owned subsidiaries. Schedule 2.26 to the Schedule of Exceptions sets forth each tax-sharing or tax-allocation agreement to which the Company or any Subsidiary is a party.

Tax Returns, Payments and Elections. The Each Group Company has filed (or has had filed on its behalf), will timely file or will cause to be timely filed, or has timely filed for an extension of the time to file all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesGAAP. The Each Group Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in Section 2.18 of the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesGAAP. The provision for taxes of the Company Group Companies as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The No Group Company has not elected made any elections pursuant to the United States Internal Revenue Code of or 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code applicable tax laws of any jurisdiction other than the United States (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its ’s consolidated financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The No Group Company has never had any tax deficiency assessed, or to the knowledge of the Company, proposed or assessed against it and or has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental chargecharge that remains in effect. None of the No Group Company’s federal income tax returns and none of its returns, federal, state income or franchise tax or sales or use tax returns have ever otherwise, has been audited by any relevant governmental authoritiesauthority. Since the Financial Statement Date, the no Group Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its businesstheir businesses, properties and operations for such period. The Company has Group Companies have withheld or collected from each payment made to each of its their employees, the amount of all any taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and have timely paid (or has had timely paid on its behalf) the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------ tax returns and reports (including information returns and reports) as required by lawall applicable state and Federal laws. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith faith; provided that are listed in for such contested taxes, the Schedule of Exceptions and except to the extent that a reserve Company has been reflected on the Financial Statements in accordance with generally accepted accounting principlesmaintained an adequate reserve. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment assessments or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all ----------------------------------- tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or of the Code, nor has it made an election pursuant to Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. The Company is not party to any contract, arrangement or understanding that could obligate the Company to make a payment to an individual that would be a "parachute payment" to a "disqualified individual," as those terms are defined in Section 280G of the Code, without regard to whether such payment might constitute reasonable compensation for personal services performed or to be performed in the future.

Tax Returns, Payments and Elections. Except as set forth on the Schedule of Exceptions: The Company has and its subsidiaries have filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has and its subsidiaries have paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company and its subsidiaries as shown in the Financial Statements is is, and in the Restated Financial Statements will be, adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsMaterial Adverse Effect. The Company has and its subsidiaries have never had any tax deficiency proposed or assessed against it any of them and has have not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's and its subsidiaries' federal income tax returns and none of its their respective state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement DateMarch 27, 1999, the Company has and its subsidiaries have not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its their books of account for all taxes, assessments and governmental charges with respect to its their business, properties and operations for such period. The Company has and its subsidiaries have withheld or collected from each payment made to each of its employees, their employees the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has have paid the same to the proper tax receiving officers or authorized depositories, unless the failure to do so could not reasonably be likely to have a Material Adverse Effect.

Tax Returns, Payments and Elections. The Each of the Company and its subsidiaries has filed all tax returns and reports (including information returns and reports) as required by law. These To the best of the Company’s and the Principals’ knowledge these returns and reports are true and correct in all material respects except to respects. Each of the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company and its subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to Section 1362(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable provisions of state law, to be treated as an S corporation. The Company has not elected to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would are reasonably likely to have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsMaterial Adverse Effect. The Company has never had any tax deficiency proposed or assessed assessed, or, to the best of the Company’s and Principals’ knowledge, proposed, against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None Except as set forth in Section 3.18 of the Disclosure Schedule, none of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has had paid the same to the proper tax receiving officers or authorized depositories. Since the date of the Financials, each of the Company and its subsidiaries has made adequate provision on its books or account for all taxes, assessments, and governmental charges with respect to its business, properties, and operations for such period.

Tax Returns, Payments and Elections. The Except as set forth on Section 22 of the Disclosure Schedule, the Company has complied with any obligation to register for the purposes of VAT, goods and services tax, sale tax, business transfer tax, customs duties and similar taxes. Except as set forth on Section 22 of the Disclosure Schedule, the Company has timely filed all tax returns and reports (including information returns autonomic, state and reportslocal) as required by lawLaw. These Except as set forth on Section 22 of the Disclosure Schedule, these returns and reports are true and correct in all material respects except and the Company has not incorrectly enjoyed any tax allowance nor has it incorrectly used any tax losses nor incorrectly applied any special tax regime. The transfer pricing of intra-company agreements has been agreed at such a level that, to the extent that a reserve has been reflected knowledge of BHI, and taking into account both the Spanish legislation on transfer-pricing and the Financial Statements precedents of the Spanish Tax Authorities, should not be subject to any particular review by the Tax Authorities which could result in accordance with generally accepted accounting principlesadditional taxes to be paid by the Company on those agreements. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof, with the corresponding interest, surcharges and sanctions which may be applicable. The Company has not elected pursuant to the Internal Revenue Code of 1986, Except as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to set forth on Section 1362(a) or Section 341(f) 22 of the CodeDisclosure Schedule, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental chargecharge and there is no tax inspection of the Company in progress or known to either the Company or to BHI. None Except as set forth on Section 22 of the Disclosure Schedule, none of the Company’s federal income 's tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has deducted or withheld or collected from each payment made to each the recipients of its payments, including employees, independent professionals, directors, agents, etc., the amount of correct and precise amounts for all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment the relevant Tax Act taxes) required to be withheld or collected therefromperiods in compliance with the applicable tax provisions, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S" corporation pursuant to Subchapter S of the Code (the "Subchapter S Election"), commencing February 20, 1997, and the Company and its shareholders reported income and filed tax returns consistently therewith from February 20, 1997 to November 17, 1997, whereupon the Company terminated its Subchapter S Election. The Company does not have any liability or any potential or deferred liability for taxes pursuant to Section 1371(d)(2), Section 1374 or Section 1375 of the Code, nor is the Company liable for any other taxes imposed pursuant to or resulting from its Subchapter S Election. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Each of the Company and the Subsidiary has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesIAS. The Each of the Company and the Subsidiary has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesIAS. The provision for taxes of the Company and the Subsidiary as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Neither the Company nor the Subsidiary has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or the Subsidiary made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business (on a consolidated basis) as presently conducted or presently proposed to be conducted or any of its properties or material assets. The Neither the Company nor the Subsidiary has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income or the Subsidiary’s tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, neither the Company nor the Subsidiary has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has and the Subsidiary each have made adequate provisions on its their respective books of account for all taxes, assessments and governmental charges with respect to its consolidated business, properties and operations for such period. The Each of the Company and the Subsidiary has withheld or collected from each payment made to each of its their respective employees, the amount of all taxes (including, but not limited to, United States federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Since December 31, 1998, the Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by lawLaw except to the extent that the failure to so file did not and does not have a Material Adverse Effect with respect to the Company. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each Subsidiary has paid or made provision for payment of all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected shown as due on the Financial Statements in accordance with generally accepted accounting principlessuch returns. The provision for taxes of the Company and the Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all material respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations. The Neither the Company nor any Subsidiary has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or any Subsidiary made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on Material Adverse Effect with respect to the Company. Since December 31, its financial condition1998, its business as presently conducted or proposed to be conducted or neither the Company nor any of its properties or material assets. The Company Subsidiary has never had any tax deficiency proposed or assessed against it by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and none have been asserted in writing or, to the Company’s Knowledge, threatened at any time for additional taxes. Since March 31, 2000, neither the Company nor any Subsidiary has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None Since December 31, 1998, none of the Company’s federal income tax returns and none of its foreign, federal, state or local income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, neither the Company nor any Subsidiary has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and business. Since March 31, 2000, the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company each Subsidiary has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Except as disclosed, the Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company IMS has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company IMS has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesIMS Schedules. The provision for taxes of the Company IMS as shown in the IMS Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company IMS has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation Corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyIMS, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company IMS has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s IMS' federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the IMS Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company IMS has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company IMS has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all ----------------------------------- tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or of the Code, nor has it made an election pursuant to Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. The Company is not party to any contract, arrangement or understanding that could obligate the Company to make a payment to an individual that would be a "parachute payment" to a "disqualified individual," as those terms are defined in Section 280G of the Code, without regard to whether such payment might constitute reasonable compensation for personal services performed or to be performed in the future.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Each of the Company and its Subsidiaries has timely filed all tax returns and reports (including information returns and reports) as Tax Returns required by applicable law. These returns and reports Tax Returns are true and correct in all material respects except to respects. Each of the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company and its Subsidiaries has paid all taxes Taxes and other assessments due, except those contested by it in good faith that are listed in SECTION 2.24 of the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes Taxes of the Company and its Subsidiaries as shown in the Financial Statements is adequate for taxes Taxes due or accrued as of the date thereof. The Neither the Company nor any of its Subsidiaries has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on Material Adverse Effect. Neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiaries has never ever had any tax Tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax Tax or governmental charge. None of the Company’s federal income tax returns and none 's or any of its state income or franchise tax or sales or use tax returns have Subsidiaries' Tax Returns has ever been audited or the subject of inquiry by governmental authorities. Since the Financial Statement DateSeptember 30, 2003, each of the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company its Subsidiaries has made adequate provisions on its books of account for all taxesTaxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Each of the Company and its Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all taxes Taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company Notwithstanding anything herein to the contrary, this Section 2.23 is subject in its entirety to the matters set forth on Schedule 2.23. Each of the Company, the Subsidiary, the New Subsidiary and the PRC Entities has timely filed all tax Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including without limitation estimated Tax returns and reports (including and material information returns and reports) (“Tax Returns”) required pursuant to applicable law to be filed with any Tax Authority (as required by law. These returns and reports defined below), all such Tax Returns are true accurate, complete and correct in all material respects except to respects, and each of the extent that a reserve Company, the Subsidiary, the New Subsidiary and the PRC Entities has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has timely paid all taxes and other assessments Taxes due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes None of the Company as shown in Company, the Financial Statements is adequate for taxes due Subsidiary, the New Subsidiary or accrued as any of the date thereof. The Company PRC Entities has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code any applicable Tax laws, rules and regulations (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect in the aggregate on the Company, its the Subsidiary, the New Subsidiary or any of the PRC Entities, their respective financial condition, its their respective business as presently conducted or proposed to be conducted or any of its their respective properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver Since their respective dates of any statute of limitations on the assessment or collection of any tax or governmental charge. None incorporation, none of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company Subsidiary, the New Subsidiary or any of the PRC Entities has not incurred any taxes, assessments or governmental charges Taxes other than in the ordinary course of business business, and each of the Company, the Subsidiary, the New Subsidiary and the Company PRC Entities has made adequate provisions on its respective books of account (in accordance with U.S. GAAP, except in the case of the PRC Entities) for all taxes, assessments actual and governmental charges contingent Taxes with respect to its consolidated business, properties and operations for such period. The Company Each of the Company, the Subsidiary, the New Subsidiary and the PRC Entities has withheld or collected from each payment made to each of its employees, the amount of all taxes Taxes (including, but not limited to, federal United States income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. Each of the Company, the Subsidiary, the New Subsidiary and the PRC Entities is not a “Controlled Foreign Corporation,” a “Foreign Personal Holding Company” or a “Passive Foreign Investment Company,” as such terms are defined in the United States Internal Revenue Code of 1986, as amended (the “Code”). None of the Company, the Subsidiary, the New Subsidiary or any of the PRC Entities has ever engaged in a trade or business in the United States, as that term is used for United States federal income tax receiving officers purposes. No claim has ever been made by a Taxing Authority in a jurisdiction in which the Company, the Subsidiary, the New Subsidiary or authorized depositoriesany of the PRC Entities does not file Tax Returns that it is or may be required to file a Tax Return in that jurisdiction. No election has been made with respect to the Company, the Subsidiary, the New Subsidiary or the PRC Entities to treat such entity as a partnership or a disregarded entity for United States federal income tax purposes. For purposes of this Agreement, the following terms have the following meanings: “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes including, without limitation, (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, business, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a “Tax Authority”), (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------ tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or of the Code, nor has it made an election pursuant to Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. The Company is not party to any contract, arrangement or understanding that could obligate the Company to make a payment to an individual that would be a "parachute payment" to a "disqualified individual," as those terms are defined in Section 280G of the Code, without regard to whether such payment might constitute reasonable compensation for personal services performed or to be performed in the future.

Tax Returns, Payments and Elections. The Company has filed all ----------------------------------- tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or corporation. The Company has not elected pursuant to the Code to be treated as a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any material tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all ----------------------------------- tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a ---- collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Target has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Target has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Target Disclosure Schedule of Exceptions and except to the extent that a reserve has been reflected or reserved on the Target Financial Statements in accordance with generally accepted accounting principlesStatements. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Target has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect Material Adverse Effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsTarget. The Company Target has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s Target's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Target Financial Statement DateStatements, the Company Target has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Target has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Target has withheld or collected from each payment (whether in cash or in kind) made or deemed made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required by applicable law to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each Subsidiary has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f341(o) of the Code, nor has it made any other elections election pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or . Neither the Company nor any of its properties or material assets. The Company Subsidiary has never had any tax deficiency proposed or assessed against it and neither the Company nor any Subsidiary has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's or any Subsidiary's federal income tax returns and none of its respective state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company each Subsidiary has made adequate provisions on its respective books of account for all taxes, assessments assessments, and governmental charges with respect to its respective business, properties properties, and operations for such period. The Company and each Subsidiary has withheld or collected from each payment made to each of its employees, respective employees the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Bank has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Bank has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company Bank as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Bank has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyBank, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company Bank has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the CompanyBank’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Datedate of the Bank Balance Sheet, the Company Bank has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Bank has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Bank has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, including federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has and its Subsidiaries have duly filed within the time prescribed by law, all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlescorrect. The Company has and its Subsidiaries have paid all taxes and other assessments due, except those contested by it shown to be due or claimed to be due in good faith that are listed in the Schedule respect of Exceptions such returns and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesreports. The Company believes that the provision for taxes of the Company and its Subsidiaries as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected elected, pursuant to the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time (the “"Code”), ") for it or its Subsidiaries to be treated as a Subchapter S corporation corporations or a collapsible corporation corporations pursuant to Section 1362(a341(f) or Section 341(f) 1362(a), respectively, of the Code, nor and it has it not made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Companybusiness, its properties, prospects or financial condition, its business as presently conducted or proposed to be conducted condition of the Company or any of its properties or material assetsSubsidiary. The Neither the Company nor any Subsidiary has never ever had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None Except as disclosed in Schedule 6.9, none of the Company’s 's or any Subsidiary's federal income tax returns and none of its the Company's or any Subsidiary's state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has its Subsidiaries have made adequate provisions on its their books of account for all taxes, assessments and governmental charges with respect to its their business, properties and operations for such period. The Company has and its Subsidiaries have withheld or collected from each payment made to each of its their employees, the amount of all taxes (includingtaxes, but not limited toincluding without limitation, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, therefrom and has have paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company Corporation has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Corporation has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company Corporation as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Corporation has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyCorporation, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company Corporation has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s Corporation's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Corporation has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Corporation has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Acquired Corporation has filed all tax returns and reports (including information returns and reports) as required to be filed by it by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Acquired Corporation has paid paid, or will pay prior to becoming delinquent, all taxes shown to be due and other payable on such returns and reports, and any assessments dueimposed, except those contested by it the Acquired Corporation in good faith that are listed and expressly set forth in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes Section 3.14 of the Company ORA Disclosure Letter. Except as shown expressly set forth in the Financial Statements is adequate for taxes due or accrued as Section 3.14 of the date thereof. The Company ORA Disclosure Letter, the Acquired Corporation has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter an S corporation Corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Acquired Corporation made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have have, or could reasonably be anticipated to have, a material effect Materially Adverse Effect on the Company, its financial condition, its business as presently conducted Acquired Corporation or proposed to be conducted or any upon the Surviving Corporation following consummation of its properties or material assetsthe Merger. The Company has never had any There is no tax deficiency proposed or assessed against it the Acquired Corporation, and the Acquired Corporation has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None , nor have any of the Company’s federal income tax returns and none of the Acquired Corporation or any of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Datedate of the Interim Balance Sheet, the Company Acquired Corporation has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business business, and the Company Acquired Corporation has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its the business, properties and operations of the Acquired Corporation for the period since such perioddate. The Company Acquired Corporation has withheld or collected from each payment made to each of its employees, employees the amount of all taxes and assessments (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, therefrom and has have paid the same to the proper tax receiving officers or authorized depositoriesdepositories and have (as appropriate) withheld, collected and/or paid to the appropriate authority all other taxes and assessments (including, without limitation, sales, real estate, property and commercial lease taxes) required to be withheld, collected and/or paid by them.

Tax Returns, Payments and Elections. The Company has filed all tax ----------------------------------- returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or of the Code, nor has it made an election pursuant to Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Ebiz and each of its Subsidiaries has timely filed all tax returns and reports (including information returns federal, state and reportslocal) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Ebiz and each of its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule faith. Neither Ebiz nor any of Exceptions and except to the extent that a reserve its Subsidiaries has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Companybusiness, its properties, prospects or financial condition, its business as presently conducted or proposed to be conducted condition of Ebiz or any of its properties or material assetsSubsidiaries. The Company Neither Ebiz nor any of its Subsidiaries has never ever had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal Ebiz's or any Subsidiary's income tax returns (federal or otherwise) and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course Ebiz and each of business and the Company its Subsidiaries has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Ebiz and each of its Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions, if any. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Since December 31, 1998, the Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by lawlaw except to the extent that the failure to so file did not and does not have a Material Adverse Effect. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each Subsidiary has paid or made provision for payment of all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected shown as due on the Financial Statements in accordance with generally accepted accounting principlessuch returns. The provision for taxes of the Company and the Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all material respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations. The Neither the Company nor any Subsidiary has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or any Subsidiary made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on Material Adverse Effect. Since December 31, 1998, neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiary has never had any tax deficiency proposed or assessed against it by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and none have been asserted in writing or, to the Company's Knowledge, threatened at any time for additional taxes. Since March 31, 2000, neither the Company nor any Subsidiary has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None Since December 31, 1998, none of the Company’s federal income tax returns and none of its foreign, federal, state or local income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, neither the Company nor any Subsidiary has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and business. Since March 31, 2000, the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company each Subsidiary has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax ----------------------------------- returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all federal, state and local tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected set forth on the Financial Statements in accordance with generally accepted accounting principlesExhibit C hereto. The provision for taxes of the Company as --------- shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or and Section 341(f) of the Code, respectively, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Dateinception, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such periodoperations. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all federal, state and local tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected set forth on the Financial Statements in accordance with generally accepted accounting principlesExhibit C hereto. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or and Section 341(f) of the Code, respectively, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Dateinception, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such periodoperations. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has and each of its Subsidiaries have timely filed all tax returns and reports (including information returns federal, state, local and reportsforeign) as required by lawApplicable Law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has and its Subsidiaries have paid all taxes Taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of Neither the Company as shown in the Financial Statements is adequate for taxes due or accrued as nor any of the date thereof. The Company has not elected its Subsidiaries have elected, pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it any such Person made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the Companybusiness, its properties, prospects, or financial condition, its business as presently conducted or proposed to be conducted condition of the Company or any of its properties or material assetsSubsidiaries. The Company has and its Subsidiaries have never had any tax deficiency proposed or assessed against it them and has have not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its returns, state income or franchise tax or sales or use tax returns have of the Company or any of its Subsidiaries has ever been audited by governmental authorities. Since any Governmental Authority, nor, to the Financial Statement DateCompany's knowledge, has any taxing authority notified (or threatened) the Company has not incurred or any taxesof its Subsidiaries, assessments or governmental charges other than orally or in the ordinary course of business writing, that such taxing authority will or may audit any such return. The Company and the Company has its Subsidiaries have made adequate provisions on its in their books of account for all taxes, assessments assessments, and governmental charges with respect to its their business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of and its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.Subsidiaries have complied with all

Tax Returns, Payments and Elections. The Except as disclosed in the Company Disclosure Documents, the Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown in the Financial Statements financial statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None Except as disclosed in the Company Disclosure Documents, none of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Datedate of the financial statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company Acquiror has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Acquiror has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Acquiror Disclosure Schedule of Exceptions and except to the extent that a reserve has been reflected or reserved on the Acquiror Financial Statements in accordance with generally accepted accounting principlesStatements. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Acquiror has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect Adverse Material Effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsAcquiror. The Company Acquiror has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s Acquiror's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Acquiror Financial Statement DateStatements, the Company Acquiror has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Acquiror has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Acquiror has withheld or collected from each payment (whether in cash or in kind) made or deemed made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required by applicable law to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has timely paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes taxes, penalties and interest of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a341(f) or Section 341(f1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that which would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsMaterial Adverse Effect. The Company has never had any tax deficiency proposed or assessed against it fulfilled all withholding obligations with respect to taxes and has timely paid to the appropriate governmental authorities the proper amounts with respect to the foregoing. The tax and audit positions taken by the Company have been consistently applied in connection with the tax returns filed and were reasonable and asserted in good faith. The Company has not executed any waiver of waived any statute of limitations on the in respect of taxes or agreed to an extension of time with respect to a tax assessment or collection deficiency. Neither the Internal Revenue Service nor any foreign, state, local or other taxing authority has examined or is in the process of examining any federal, foreign, state, local or other tax or governmental charge. None returns of the Company’s federal income . Neither the Internal Revenue Service nor any foreign, state, local or other taxing authority is now asserting or threatening to assert any deficiency or claim in respect of taxes. The Company is not a party to, or bound by, any tax returns and none of its state income indemnity, tax sharing or franchise tax or sales or use tax returns have ever been audited by governmental authoritiesallocation agreement. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges There are no liens for taxes (other than in for current taxes not yet due and payable) upon the ordinary course assets of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such periodCompany. The Company has withheld or collected from each payment made to each not had an "ownership change" as defined in Section 382 of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesCode.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith faith, if any, that are listed in Schedule 2.26 of the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereofExceptions. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsMaterial Adverse Effect. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Datedate of the Company's inception, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Parent has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Parent’s Financial Statements in accordance with generally accepted accounting principlesGAAP. The Company Parent has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions Purchaser Parties Disclosure Schedules and except to the extent that a reserve has been reflected on the Parent’s Financial Statements in accordance with generally accepted accounting principlesGAAP. The provision for taxes of the Company Parent as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Parent has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyParent, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company Parent has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the CompanyParent’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authoritiesany Governmental Entity. Since the Parent Financial Statement Date, the Company Parent has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Parent has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees, independent contractors, creditors, stockholders and other third parties the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. Parent is not a party to any contract and/or has not granted any compensation, equity or award that could be deemed deferred compensation subject to the additional twenty percent (20%) tax under Section 409A of the Code, and neither Parent nor any person that is a member of the same controlled group as Parent or under common control with Parent within the meaning of Section 414 of the Code has any liability or obligation to make any payments or to issue any equity award or bonus that could be deemed deferred compensation subject to the additional twenty percent (20%) tax under Section 409A of the Code.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in Section 2.24 of the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Each of the Company, the Subsidiary and the PRC Entities has timely filed all tax Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including without limitation estimated Tax returns and reports (including and material information returns and reports) (“Tax Returns”) required pursuant to applicable law to be filed with any Tax Authority (as required by law. These returns and reports defined below), all such Tax Returns are true accurate, complete and correct in all material respects except to respects, and each of the extent that a reserve Company, the Subsidiary and the PRC Entities has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has timely paid all taxes and other assessments Taxes due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes None of the Company as shown in or the Financial Statements is adequate for taxes due Subsidiary or accrued as any of the date thereof. The Company PRC Entities has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code any applicable Tax laws, rules and regulations (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on a consolidated basis on the CompanyCompany or the Subsidiary or any of the PRC Entities, its their respective financial condition, its their respective business as presently conducted or proposed to be conducted or any of its their respective properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver Since their respective dates of any statute of limitations on the assessment or collection of any tax or governmental charge. None incorporation, none of the Company’s federal income tax returns and none Company or the Subsidiary or any of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company PRC Entities has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business business, and each of the Company, the Subsidiary and the Company PRC Entities has made adequate provisions on its respective books of account (in accordance with U.S. GAAP, except in the case of the PRC Entities) for all taxes, assessments actual and governmental charges contingent Taxes with respect to its consolidated business, properties and operations for such period. The Company Each of the Company, the Subsidiary and the PRC Entities has withheld or collected from each payment made to each of its employees, the amount of all taxes Taxes (including, but not limited to, federal United States income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. Each of the Company, the Subsidiary and the PRC Entities is not a “Controlled Foreign Corporation,” a “Foreign Personal Holding Company” or a “Passive Foreign Investment Company,” as such terms are defined in the United States Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, the following terms have the following meanings: “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes including, without limitation, (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax receiving officers or authorized depositoriesadditional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a “Tax Authority”), (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person.

Tax Returns, Payments and Elections. The Each of the Company and International: (i) has timely filed all tax returns that are required to have been filed by it with all appropriate federal, state, county and reports local governmental agencies (including information and all such returns and reportsfairly reflect the Company’s or International, as applicable, operations for tax purposes); (ii) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has timely paid all taxes and other assessments dueowed by it, except including but not limited to those for which it is obligated to withhold from amounts owing to any employee (including without limitation social security taxes), creditor or third party (other than taxes the validity of which are being contested by it in good faith that by appropriate proceedings); and (iii) has not waived any statute of limitations with respect to taxes or agreed to any extension of time with respect to a tax assessment or deficiency. The assessment of any additional taxes for periods for which returns have been filed is not expected to exceed the recorded liability therefor, and, there are listed no material unresolved questions or claims concerning the Company’s or International’s tax liability. Neither the Company’s or International’s tax returns have been reviewed or audited by any federal, state, local or county taxing authority. There is no pending dispute with any taxing authority relating to any of said returns which, if determined adversely to the Company or International, would result in the Schedule assertion by any taxing authority of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements any valid deficiency in accordance with generally accepted accounting principlesany material amount for taxes. The provision for taxes of Neither the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company nor International has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it either party made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyCompany or International, its their financial condition, its their business as presently conducted or proposed to be conducted or any of its their properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Each of the Company and its Subsidiaries has filed on a timely basis all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Each of the Company and its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, assets, properties, operating results, prospects or its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Neither the Company nor any of its Subsidiaries has never ever had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities and neither the Company nor any of its Subsidiaries is in dispute with any tax authorities. Since the Financial Statement DateMay 31, 1998, the date of the audited Financial Statements, neither the Company nor any of its Subsidiaries has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Each of the Company has and its Subsidiaries have withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. Neither the Company nor any Subsidiary is a party to any tax sharing agreement with a party who is not a subsidiary. Neither the Company nor any Subsidiary is liable for any taxes of another person that is not a subsidiary.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereoffaith. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(asection 341(f) or Section 341(fsection 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Each of the Company, GroupCo, the Subsidiary and the PRC Entities has timely filed all tax Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including without limitation estimated Tax returns and reports (including and material information returns and reports) (“Tax Returns”) required pursuant to applicable law to be filed with any Tax Authority (as required by law. These returns and reports defined below), all such Tax Returns are true accurate, complete and correct in all material respects except to respects, and each of the extent that a reserve Company, GroupCo, the Subsidiary and the PRC Entities has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has timely paid all taxes and other assessments Taxes due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes None of the Company as shown in Company, GroupCo or the Financial Statements is adequate for taxes due Subsidiary or accrued as any of the date thereof. The Company PRC Entities has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code any applicable Tax laws, rules and regulations (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on a consolidated basis on the Company, its GroupCo or the Subsidiary or any of the PRC Entities, their respective financial condition, its their respective business as presently conducted or proposed to be conducted or any of its their respective properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver Since their respective dates of any statute of limitations on the assessment or collection of any tax or governmental charge. None incorporation, none of the Company’s federal income tax returns and none , GroupCo or the Subsidiary or any of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company PRC Entities has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business business, and each of the Company, GroupCo, the Subsidiary and the Company PRC Entities has made adequate provisions on its respective books of account (in accordance with PRC GAAP, except in the case of the PRC Entities) for all taxes, assessments actual and governmental charges contingent Taxes with respect to its consolidated business, properties and operations for such period. The Company Each of the Company, GroupCo, the Subsidiary and the PRC Entities has withheld or collected from each payment made to each of its employees, the amount of all taxes Taxes (including, but not limited to, federal United States income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. Each of the Company, GroupCo, the Subsidiary and the PRC Entities is not a “Controlled Foreign Corporation” as defined in the United States Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, the following terms have the following meanings: “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes including, without limitation, (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax receiving officers or authorized depositoriesadditional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a “Tax Authority”), (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person.

Tax Returns, Payments and Elections. The Company IMS has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company IMS has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesIMS Schedules. The provision for taxes of the Company IMS as shown in the IMS Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company IMS has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation Corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyIMS, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company IMS has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s IMS' federal income tax returns and none of its state share income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the IMS Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company IMS has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company IMS has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each of its Subsidiaries has filed all tax returns and reports (including information returns and reports) as required by law. These Such returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each of its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected shown as due on the Financial Statements in accordance with generally accepted accounting principlessuch returns. The provision for taxes of the Company and its Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations of the Company and its Subsidiaries. The Neither the Company nor any of its Subsidiaries has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or any of its Subsidiaries made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect Material Adverse Effect. Except as set forth on Schedule 3.16, neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiaries has never had any tax deficiency proposed or assessed that has not been paid in full against it and by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and, other than those that have been paid in full or closed, none have been asserted in writing or, to the Company’s Knowledge, currently threatened at any time for additional taxes. Neither the Company nor any of its Subsidiaries has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental chargecharge that remains outstanding. None Except as set forth on Schedule 3.16, within the six (6) year period preceding the date hereof, none of the Company’s federal income tax returns and none or any of its Subsidiary’s foreign, federal, state or local income or franchise tax or sales or use tax returns have ever been audited are currently subject to audit by governmental authoritiesauthorities and, to the Company’s Knowledge, none is threatened. Since the date of the Financial Statement DateStatements, neither the Company nor any of its Subsidiaries has not incurred any taxes, assessments or governmental charges other than in the ordinary course Ordinary Course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such periodBusiness. The Company and each of its Subsidiaries has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid or will pay within the time permitted therefore, the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Hearing has timely filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Hearing has paid all taxes and other assessments that have become due, except those contested by it in good faith that are listed in Section 2.20 of the Schedule of Exceptions Disclosure Schedule, and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesestablished adequate reserves therefor. The provision for taxes of the Company Hearing as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company Hearing has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or and Section 341(f) of the Code, respectively, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyHearing, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets, including any consent under Section 336(e) of the Code. The Company Hearing has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s Hearing's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company Hearing has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company Hearing has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by lawlaw except to the extent that the failure to so file did not and does not have a Material Adverse Effect. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each Subsidiary has paid or made provision for payment of all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected shown as due on the Financial Statements in accordance with generally accepted accounting principlessuch returns. The provision for taxes of the Company and the Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all material respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations. The Neither the Company nor any Subsidiary has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or any Subsidiary made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on Material Adverse Effect. Neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiary has never had any tax deficiency proposed or assessed against it by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and none have been asserted in writing or, to the Company's Knowledge, threatened at any time for additional taxes. Neither the Company nor any Subsidiary has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns charge and none of its the foreign, federal, state or local income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, neither the Company nor any Subsidiary has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company and each Subsidiary has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company and each Subsidiary has filed all tax returns and reports (including information returns and reports) as required by lawlaw except to the extent that the failure to so file did not and does not have a Material Adverse Effect. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company and each Subsidiary has paid or made provision for payment of all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected shown as due on the Financial Statements in accordance with generally accepted accounting principlessuch returns. The provision for taxes of the Company and the Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all material respects for taxes all taxes, assessments and governmental charges due or accrued as of the date thereofthereof with respect to its business, properties and operations. The Neither the Company nor any Subsidiary has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it the Company or any Subsidiary made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on Material Adverse Effect. Neither the Company, its financial condition, its business as presently conducted or proposed to be conducted or Company nor any of its properties or material assets. The Company Subsidiary has never had any tax deficiency proposed or assessed against it by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and none have been asserted in writing or, to the Company’s Knowledge, threatened at any time for additional taxes. Neither the Company nor any Subsidiary has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns charge and none of its the foreign, federal, state or local income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statement DateStatements, neither the Company nor any Subsidiary has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company and each Subsidiary has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company Buyer has filed all tax returns and reports (including information returns and reports) Tax Returns as required by lawapplicable Law. These returns and reports All Tax Returns are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company Buyer has paid all taxes and other assessments Taxes shown thereon to be due, except those contested by it in good faith that are listed in the Buyer Disclosure Schedule of Exceptions and except to the extent that or would not have a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesBuyer Material Adverse Effect. The provision for taxes Taxes of the Company as shown Buyer in the Buyer Financial Statements is adequate for taxes Taxes due or accrued as of the date thereof. The Company Buyer has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or made any election under Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assetsBuyer Material Adverse Effect. The Company Buyer has never not had any tax deficiency proposed or assessed against it and neither has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authoritiesTaxes. Since the date of the Buyer Financial Statement DateStatements, the Company Buyer has not incurred any taxes, assessments or governmental charges Taxes other than in the ordinary course of business and the Company Buyer has made adequate provisions on its books of account for all taxes, assessments and governmental charges Taxes with respect to its business, properties and operations for such period. The Company Buyer has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. Disclosure has been made on all federal income Tax Returns filed by or which include Buyer of all positions taken with respect to Buyer which could give rise to a substantial understatement of Tax within the meaning of Code §6662. Buyer has not at any time participated in a reportable transaction within the meaning of Treasury Regulations Section 1.6011-4 or participated in a transaction that has been disclosed pursuant to IRS Announcement 2002-2, 2002-2 I.R.B. 304. Buyer is not a party to or bound by any Tax allocation, tax indemnity or tax sharing agreement.

Tax Returns, Payments and Elections. The Company PMC has filed all tax returns and reports (including information returns and reports) as required by law, with the exception of the Federal and State income tax returns for the year ended March 31, 2000. These returns will be filed when the audit of the financial statements is concluded and no taxes will be due. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company PMC has paid all taxes and other assessments due, except those any contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesExceptions. The provision for taxes of the Company PMC as shown in the PMC Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company PMC has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “"Code”"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the CompanyPMC, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company PMC has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s PMC's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the PMC Financial Statement DateStatements, the Company PMC has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company PMC has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company PMC has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesrespects. The Company has paid all taxes and other assessments due, except those contested by it the Company in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesfaith. The provision for taxes of the Company as shown included in the provision for accrued liabilities in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Neither the Company has not nor any of the Subsidiaries have elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter an S corporation or a collapsible corporation pursuant to Section 1362(asection 341(f) or Section 341(fsection 1362(a) of the Code, nor has it have any of them made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any material tax deficiency proposed or assessed against it any of them and has have not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None Since the date of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement DateStatements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.