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 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 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 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 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 (i) To the knowledge of the Corporation, with the exception of disclosures on Schedule 2(u) of the Schedule of Exceptions, the Corporation has prepared and filed all tax returns Tax Returns required to be filed by it with the appropriate Governmental Authority, within the prescribed period, in accordance with the Income Tax Act (Canada) and reports all other applicable laws (including information returns “Applicable Tax Laws”). Each such Tax Return is true, correct and reports) as required by law. These returns and reports are true and correct complete in all material respects except and such Tax Returns disclose all information required to the extent that a reserve has been reflected on the Financial Statements be disclosed in accordance with generally accepted accounting principlesApplicable Tax Laws. Corporation is not, and has never been, a member of a group of corporations with which it has filed, or been required to file, consolidated, combined, unitary or similar Tax Returns; (ii) The Company Corporation has paid all taxes Taxes and other assessments dueinstalments of Taxes required to be paid to any Governmental Authority before the Closing Date, except those contested within the prescribed period, pursuant to Applicable Tax Laws. No material deficiency with respect to the payment of any Taxes or instalments of Taxes has been asserted against Corporation by any Governmental Authority. Adequate provision has been made, or will be made prior to Closing, in the financial statements of the Corporation, for all Taxes payable by it for all taxable periods ending, or deemed to end, on or immediately prior to the Closing Date, and, where no taxable period ends or is deemed to end on or immediately prior to the Closing Date, for all Taxes in good faith that are listed in respect of any time prior to the Closing Date; (iii) Except as set forth on Schedule 2(u) 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 ever been audited by governmental authorities. Since the Financial Statement DateExceptions, the Company Corporation has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business duly withheld and the Company has made adequate provisions on its books of account for collected 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 Taxes required by Applicable Tax Act taxes) required Laws to be withheld or collected therefromby it and has duly remitted to the appropriate Governmental Authority all such Taxes, as and when required by Applicable Tax Laws. The amount of any Taxes withheld or collected but not remitted by the Corporation has been retained in its accounts and will be remitted by it to the appropriate Governmental Authority when due; (iv) Except as set forth on Schedule 2(u) of the Schedule of Exceptions, there are no material Tax-related enforcement actions, suits, proceedings, investigations or claims now, or to the knowledge of the Corporation, threatened, pending against the Corporation which, if proven, could result in a material liability to the Corporation regarding the payment of Taxes nor are any such aforementioned matters under discussion with any Governmental Authority relating to assessments or reassessments asserted by any such Governmental Authority, and all Tax Returns of the Corporation for the taxation periods ending on or before [•] have been assessed by the relevant Governmental Authority; (v) The Corporation has paid not requested, entered into or executed any agreement or other arrangements, or any waiver, providing for any extension of time within which: (A) to file any Tax Return, or any election, designations or similar filing relating to Taxes; (B) it is required to pay or remit any Taxes or amounts on account of Taxes; or (C) any Governmental Authority may assess or collect Taxes; (vi) The Corporation has not entered into any agreement with, or provided any undertaking to, any person pursuant to which it has assumed liability for the same to the proper tax receiving officers or authorized depositoriespayment of Taxes owing by such 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 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 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 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 (i) To the knowledge of the Corporation, with the exception of disclosures on Schedule 2(u) of the Schedule of Exceptions, the Corporation has prepared and filed all tax returns Tax Returns required to be filed by it with the appropriate Governmental Authority, within the prescribed period, in accordance with the Income Tax Act (Canada) and reports all other applicable laws (including information returns “Applicable Tax Laws”). Each such Tax Return is true, correct and reports) as required by law. These returns and reports are true and correct complete in all material respects except and such Tax Returns disclose all information required to the extent that a reserve has been reflected on the Financial Statements be disclosed in accordance with generally accepted accounting principlesApplicable Tax Laws. Corporation is not, and has never been, a member of a group of corporations with which it has filed, or been required to file, consolidated, combined, unitary or similar Tax Returns; (ii) The Company Corporation has paid all taxes Taxes and other assessments dueinstalments of Taxes required to be paid to any Governmental Authority before the Closing Date, except those contested within the prescribed period, pursuant to Applicable Tax Laws. No material deficiency with respect to the payment of any Taxes or instalments of Taxes has been asserted against Corporation by any Governmental Authority. Adequate provision has been made, or will be made prior to Closing, in the financial statements of the Corporation, for all Taxes payable by it for all taxable periods ending, or deemed to end, on or immediately prior to the Closing Date, and, where no taxable period ends or is deemed to end on or immediately prior to the Closing Date, for all Taxes in good faith that are listed in respect of any time prior to the Closing Date; (iii) Except as set forth on Schedule 2(u) 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 ever been audited by governmental authorities. Since the Financial Statement DateExceptions, the Company Corporation has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business duly withheld and the Company has made adequate provisions on its books of account for collected 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 Taxes required by Applicable Tax Act taxes) required Laws to be withheld or collected therefromby it and has duly remitted to the appropriate Governmental Authority all such Taxes, as and when required by Applicable Tax Laws. The amount of any Taxes withheld or collected but not remitted by the Corporation has been retained in its accounts and will be remitted by it to the appropriate Governmental Authority when due; (iv) Except as set forth on Schedule 2(u) of the Schedule of Exceptions, there are no material Tax-related enforcement actions, suits, proceedings, investigations or claims now, or to the knowledge of the Corporation, threatened, pending against the Corporation which, if proven, could result in a material liability to the Corporation regarding the payment of Taxes nor are any such aforementioned matters under discussion with any Governmental Authority relating to assessments or reassessments asserted by any such Governmental Authority, and all Tax Returns of the Corporation for the taxation periods ending on or before December 31, 2013 have been assessed by the relevant Governmental Authority; (v) The Corporation has paid not requested, entered into or executed any agreement or other arrangements, or any waiver, providing for any extension of time within which: (A) to file any Tax Return, or any election, designations or similar filing relating to Taxes; (B) it is required to pay or remit any Taxes or amounts on account of Taxes; or (C) any Governmental Authority may assess or collect Taxes; (vi) The Corporation has not entered into any agreement with, or provided any undertaking to, any person pursuant to which it has assumed liability for the same to the proper tax receiving officers or authorized depositoriespayment of Taxes owing by such person.

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 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 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 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 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. 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 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 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 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 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 Each Tax Return required to be filed with any Tax authority by or on behalf of Acquiror, has been or will be completed and filed all tax returns and reports when due (including information returns any extensions of such due date) and reports) as required by lawall amounts shown due on each such Tax Return has been or will be paid on or before such date. These returns Acquiror has withheld and reports are true and correct in all material respects except paid to the extent that a reserve applicable financial institution or Tax authority all amounts required to be withheld. No material Tax liability since June 30, 1999 has been reflected incurred by Acquiror other than in the ordinary course of business. There is no material claim, audit, action, suit, proceeding, or (to the knowledge of Acquiror) investigation now pending or (to the knowledge of Acquiror) threatened against or with respect to Acquiror in respect of any Tax or assessment. No notice of deficiency or similar document of any Tax authority has been received by Acquiror, and there are no liabilities for Taxes (including liabilities for interest, additions to Tax and penalties thereon and related expenses) with respect to the issues that have been raised (and are currently pending) by any Tax authority that could, if determined adversely to Acquiror, materially and adversely affect the liability of Acquiror for Taxes. There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of Acquiror. Acquiror is in full compliance with all the terms and conditions of any Tax exemptions or other Tax-sharing agreement or order of a foreign government and the consummation of the Merger will not have any adverse effect on the Financial Statements in accordance with generally accepted accounting principlescontinued validity and effectiveness of any such Tax exemption or other Tax-sharing agreement or order. The Company has paid all taxes and Acquiror is not party to any joint venture, partnership, or other assessments duearrangement or contract which could be treated as a partnership for federal income tax purposes. Acquiror is not a party to or bound by any Tax indemnity, except those contested by it in good faith that are listed in the Schedule Tax sharing or Tax allocation agreement (whether written or unwritten or arising under operation of Exceptions and except to the extent that federal law as a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principlesresult of being a member of a group filing consolidated Tax returns, under operation of certain state laws as a result of being a member of a unitary group, or under comparable laws of other states or foreign jurisdictions) which includes a party other than Acquiror nor does Acquiror owe any amount under any such Agreement. 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 30 37 on the CompanyAcquiror, 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 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 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 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 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. 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 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. (a) Except as set forth on Schedule 3.14: (i) The Company has (x) timely filed (or there has been filed on its behalf) all tax returns required to be filed by it (taking into account valid extensions) and reports (including information all tax 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 correct, (y) paid (or there has been reflected paid on its behalf) in full all taxes required to be paid by it, and (z) established (or there has been established on its behalf) 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 Balance Sheet reserves 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 payment 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 taxes not yet due and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authoritiespayable. Since the Financial Statement Datedate of the Balance Sheet, the Company has not incurred any taxes, assessments or governmental charges liability for taxes other than in the ordinary course of business business, consistent with past practice; (ii) There are no liens for taxes upon any assets of Company; (iii) No deficiency for any taxes has been proposed, asserted or assessed against Company that has not been resolved and paid in full. No waiver, extension or comparable consent given by Company regarding the application of the statute of limitations with respect to any taxes or tax return is outstanding, nor is any request for any such waiver or consent pending; (iv) There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to taxes or any tax returns of Company now pending, and Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to taxes or any tax returns; (v) The Company has complied in all material respects with all applicable Laws relating to the payment, collection or withholding of any tax, and the remittance thereof; (vi) The Company has not received any written ruling from any tax authority; and (vii) No jurisdiction where Company does not file a tax return has made a claim that Company is required to file a tax return for such jurisdiction or that any taxes are due as a result of doing any business in such jurisdiction. (b) Company has made adequate provisions on its books available to the Onstream true and correct copies of account the United States federal income tax return and any state, local or foreign tax return 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 employeesthe taxable year ended December 31, 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 depositories2005.

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 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 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 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 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 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 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 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. (a) The Company has filed all tax returns and reports (including information returns and reports) Tax Returns as required by applicable law. These returns and reports Tax Returns are true true, complete 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 Taxes that are listed in due and payable. All Taxes due and owing by the Schedule of Exceptions and except Company, or attributable to the extent that a reserve has Company’s existence, properties or operations have 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 timely paid or accrued as of the date thereofaccrued. 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 not had any tax Tax deficiency proposed or assessed against it and the Company has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental chargeTax. None of the Company’s federal income tax returns Tax Returns and none of its state income or franchise tax Tax or sales or use tax returns have Tax Returns has ever been audited by governmental authoritiesGovernmental Bodies. (b) The Company is not a party to any Tax-sharing agreement, Tax indemnity agreement or Tax allocation agreement. Since The Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. The Company has no liability for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise. (c) All Taxes that the Financial Statement DateCompany is or was obligated to withhold from amounts owing to any employee, creditor or third party have been withheld and paid to the proper Governmental Body. (d) No claim has been made by any Governmental Body in any jurisdiction where the Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction. (e) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company. (f) The Company is not a party to, or bound by, any closing agreement or offer in compromise with any Governmental Body. No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any Governmental Body with respect to the Company. (g) Section 3.19(g) of the Disclosure Schedule sets forth all jurisdictions in which the Company is subject to Tax, is engaged in business or has a permanent establishment. (h) The Company is not, and during the five years immediately preceding the date hereof, has not been, a United States real property holding company as defined by Code Section 897(c)(2). (i) During the preceding two years, the Company has not incurred any taxesdistributed stock of another Person, assessments or governmental charges other than had its stock distributed by another Person, in the ordinary course of business and a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. (j) Since January 1, 2010, the Company has made adequate provisions on its books not participated in any listed transaction within the meaning of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. Section 1.6011-4(b)(2) of the Treasury Regulations. (k) The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but is not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld make any adjustment pursuant to Code Section 481(a) (or collected therefromany predecessor provision) or any similar provision of state, local or foreign tax law by reason of any change in accounting methods. There is no application pending with any Governmental Body requesting permission for any change in the accounting methods of the Company for Tax purposes. No Governmental Body has proposed in writing any such adjustment or change in the Company’s accounting methods for Tax purposes. (l) All transactions or arrangements made by the Company have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case, been fully documented. No notice, enquiry or adjustment has paid the same to the proper tax receiving officers been made by any Governmental Body in connection with any such transactions or authorized depositoriesarrangements.

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 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 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 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 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. (a) The Company has and its Subsidiaries have timely filed (i) all tax returns Income Tax Returns required to have been filed with respect to periods through September 29, 2005, and reports (including information returns ii) all Non-Income Tax Returns required to have been filed with respect to the assets and reportsoperations of the Company and its Subsidiaries with respect to periods through May 25, 2006. All Tax Returns referred to in (i) as required by law. These returns and reports (ii) of the preceding sentence are true and correct in all material respects except to the extent that a reserve has been reflected respects. Except as set forth 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 Section 3.19(a) of the Company Disclosure Schedule, all Income Taxes due and payable by the Company and its Subsidiaries with respect to periods through September 29, 2005, were paid on or before May 25, 2006. Except as shown set forth on Section 3.19(a) of the Company Disclosure Schedule, all Non-Income Taxes due and payable by the Company and its Subsidiaries with respect to their assets and/or operations as of May 25, 2006, were paid on or before May 25, 2006. All deficiencies asserted or assessments with respect to all Taxes have been paid in full, and there are no Liens with respect to Taxes upon any of the assets of the Company or its Subsidiaries other than Permitted Liens. (b) Except as set forth on Section 3.19(b) of the Company Disclosure Schedule, there is no material dispute or claim concerning any Tax liability or Tax Return of the Company or any of its Subsidiaries (i) claimed or raised by any Governmental Authority or (ii) that is threatened in writing, by any Governmental Authority. Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (c) Neither the Company nor any of its Subsidiaries is a party to any Tax allocation, Tax sharing or similar agreement or arrangement. Neither the Company nor any of its Subsidiaries (i) has been a member of an Affiliated Group filing a consolidated federal income Tax Return, or included or required to be included, in any other group of entities filing or required to file any other Tax Return as a member of an Affiliated Group, other than a group of which the Company is the common parent or (ii) is liable for Taxes of another Person under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law), by contract, or by reason of being a transferee or successor of such Person or otherwise. (d) Neither the Company nor any of its Subsidiaries has, in the Financial Statements is adequate for taxes due two (2) years preceding the date of this Agreement, been either a “distributing corporation” or accrued as a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the date thereof. The Company Code or, within such two-year period, has not elected pursuant to the Internal Revenue Code been included in a group of 1986corporations filing a federal consolidated Tax Return with a corporation which was, as amended (the during such period, a “Code”), to be treated as a Subchapter S corporation distributing corporation” or a collapsible corporation pursuant to “controlled corporation” within the meaning of Section 1362(a) or Section 341(f355(a)(1)(A) of the Code, nor . (e) No claim has it been made in writing by any other elections pursuant to Governmental Authority in a jurisdiction where 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 Company or any of its properties Subsidiaries does not file Tax Returns that the Company or material assets. its Subsidiaries are, or may be, subject to Tax in that jurisdiction. (f) Except as set forth on Section 3.19(f) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. (g) Except as set forth on Section 3.19(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any Contract, arrangement, or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code § 280G (or any corresponding provision of state, local, or foreign Tax law), including with respect to the Contemplated Transactions. (h) The Company has never had any tax deficiency proposed or made available to the Purchaser correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against it or agreed to by the Company or any Subsidiary, filed or received since December 31, 2000. (i) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof ) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Code § 7121 (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in treasury regulations under Code Section 1502 (or any corresponding or similar provisions of state, local or foreign income Tax law) (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date. (j) Neither the Company nor any of its Subsidiaries has engaged in a “listed transaction” as defined in Treas. Reg. § 1.6011-4(b)(2). (k) The unpaid Non-Income Taxes of the Company and has not executed its Subsidiaries did not, as of the Interim Balance Sheet Date, exceed the reserve for Tax liability (excluding any waiver of any statute of limitations such reserves relating to Income Taxes) set forth 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 authoritiesInterim Balance Sheet. Since the Financial Statement Interim Balance Sheet Date, the Company has and its Subsidiaries have not incurred any taxes, assessments or governmental charges other than in liability for Taxes outside 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 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 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 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 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 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 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 in Schedule 4.11: (a) Each Company and each Affiliated Group of which such Company is or has been a member, (i) has timely filed (or there has been timely filed on its behalf) with the appropriate Governmental Body all tax returns material Tax Returns required to be filed, and reports (including information returns and reports) as required by law. These returns and reports all such Tax Returns are true and correct in all material respects except respects, and (ii) has paid all Taxes material in amount due and payable or claimed or asserted by any taxing authority to the extent that a reserve be due from or with respect to them. With respect to any period for which Tax Returns have not yet been filed, or for which Taxes are not yet due or owing, each Company has been reflected on the Financial Statements made due and sufficient current accruals for such Taxes in their books and records in accordance with generally accepted accounting principlesGAAP, including without limitation the Financial Statements. The Companies have made (or there have been made on their behalf) all required current estimated Tax payments sufficient to avoid any understatement penalties; (b) No audit report has been issued in the three years prior to the date of this Agreement (or otherwise with respect to any audit or investigation in progress) relating to Taxes due from or with respect to either of the Companies or their income, assets or operations. The Seller has previously delivered to Purchaser true and complete copies of (i) any audit reports issued in the three years prior to the date of this Agreement relating to Taxes due from or with respect to each Company; and (ii) all federal, state, local and foreign income or franchise Tax Returns of each Company (or, in the case of Tax Returns filed for an Affiliated Group, the portion of such Tax Returns relating to each Company) relating to the taxable periods ending in 1998, 1999, 2000 and 2001; (c) Except as set forth on Schedule 4.11 (c) no claim has been made by a taxing authority in a jurisdiction where a Company does not file Tax Returns to the effect that such Company is or may be subject to taxation by that jurisdiction; (d) There are no outstanding waivers in writing or comparable consents regarding the application of any statute of limitations in respect of Taxes of either of the Companies; (e) All deficiencies asserted or assessments made as a result of any examinations by any taxing authority of the Tax Returns of or including each Company have been fully paid, and there are no actions, suits, investigations, audits or claims by any taxing authority in progress relating to either of the Companies (except for a California Franchise Tax Board audit), nor has either of the Companies received any written notice from any taxing authority that it intends to conduct such an audit or investigation. No issue has been raised by written inquiry of a taxing authority in any current or prior examination which, by application of the same or similar principles, would reasonably be expected to result in a proposed deficiency for any subsequent taxable period of the Companies. Neither of the Companies is subject to any private letter ruling of the IRS or comparable rulings of other taxing authorities; (f) There are no Liens for Taxes upon the assets of either of the Companies, except for Liens arising as a matter of Law relating to current Taxes not yet due; (g) All Taxes that each Company has been or are required by law to withhold or to collect for payment have been duly withheld and collected, and have been 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 over to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes appropriate taxing authority; (h) Neither of the Company as shown in the Financial Statements is adequate for taxes due or accrued as Companies, nor any other Person on behalf of either of the date thereof. The Company Companies has not elected (i) agreed to or is required to make any adjustments pursuant to Section 481 (a) of the Code (or any predecessor provision) or any similar provision of state, local or foreign Law, or has any Knowledge that the IRS or any other taxing authority has proposed any such adjustment; or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of either of the Companies, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of state, local or foreign Law with respect to either of the Companies, (iii) filed a consent pursuant to Section 341 (f) of the Code or agreed to have Section 341 (f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by either of the Companies, (iv) extended the time (1) within which to file any Tax Return, which Tax Return has since not been filed or (2) for the assessment or collection of Taxes, which Taxes have not since been paid or (v) granted to any Person any power of attorney that is currently in force with respect to any Tax matter relating to either of the Companies; (i) No property owned by either of the Companies is (i) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 19861954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) "tax-exempt use property" within the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to meaning of Section 1362(a) or Section 341(f168(h)(l) of the Code, nor (iii) "tax-exempt bond financed property" within the meaning of Section 168(g) of the Code; (iv) subject to Section 168(g)(l)(A) of the Code; (v) "limited use property" within the meaning of Rev. Proc. 76-30, or (vi) subject to any provision of state, local or foreign Law comparable to any of the provisions listed above; (j) There are no employment, severance or termination agreements, other compensation arrangements or Employee Benefit Plans currently in effect which provide for the payment of any amount (whether in cash or property or the vesting of property) that would give rise to a payment that is nondeductible by reason of Section 280G of the Code; (k) Neither of the Companies (i) is or has it made any other elections pursuant been a member of an Affiliated Group for federal income tax purposes that filed or was required to the Code file a consolidated Tax Return (other than elections a group the common parent of which was Seller), (ii) is or has been a member of an Affiliated Group for state, local or foreign tax purposes that relate solely filed or was required to methods file an affiliated, consolidated, combined or unitary Tax Return (other than a group the ultimate common parent is or was the Seller, Xxxxx Xxxxxx Industries, N.V., Xxxxx Xxxxxx Industries Limited or Boral Limited), or (iii) has any liability for the Taxes 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 any Person under Treasury Regulations Section 1.1502-6 (or any comparable provision of its properties state, local, or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver foreign Law)(other than as a member of any statute an Affiliated Group the common parent of limitations on which is the assessment or collection of any tax or governmental charge. None Seller); (1) Neither 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 Companies is a party to, federal income taxesbound by, Federal Insurance Contribution Act taxes and Federal Unemployment or obligated under, any Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.Sharing Agreement;

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 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 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 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 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 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 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. Except as disclosed in its Due Diligence Postings and its Balance Sheet: (a) The Company has filed (or there has been filed on its behalf) all material tax returns required to be filed by it and 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 respects; Company does not warrant that all returns were timely filed; (b) There are no liens for taxes upon any assets of the Company, except to the extent that a reserve liens for taxes which are not yet due and payable; (c) No deficiency for any taxes has been reflected on proposed, or asserted in writing or assessed against the Financial Statements Company that has not been resolved and paid in accordance full. No waiver, extension or comparable consent given by the Company regarding the application of the statute of limitations with generally accepted accounting principles. respect to any taxes or tax return is outstanding, nor is any request for any such waiver or consent pending; (d) Except as disclosed in its Due Diligence Postings, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to taxes or any tax returns of the Company now pending, and the Company has not received any written notice of any proposed audits, investigations, claims or administrative proceedings relating to taxes or any tax returns; (e) The Company has paid complied in all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except material respects with all applicable Laws relating to the extent that a reserve has been reflected on payment, collection or withholding of any tax, and 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 remittance thereof. ; (f) The Company has not elected pursuant received any written ruling from any tax authority; and (g) No jurisdiction where Company does not file a tax return has made a claim in writing that Company is required to file a tax return for such jurisdiction or that any taxes are due as a result of doing any business in such jurisdiction. (h) Company has made available 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) WiFiMed true and correct copies 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 United States federal income tax returns return and none of any state, local or foreign tax return for its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Datetaxable year ended December 31, 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 depositories2005.

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.

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 any and all tax returns and reports (including information returns and reports) as required by law. These returns and reports reports, if any, 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 are 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 prospects, 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 returns, if any, and none of its state income or franchise tax or sales or use tax returns have returns, if any, has ever been audited by governmental authorities. Since the Financial Statement DateMarch 31, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and 1996 the Company has made adequate provisions on its books of account for all taxes, assessments and governmental governmental 9. 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 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. (a) The Company has filed timely filed, or caused to be timely filed, all tax returns income and other material Tax Returns and reports (including information returns and reports) as required by law. These returns , and reports are true all such Tax Returns were true, correct and correct complete 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 Taxes whether or not shown thereon as due and other assessments dueowing, except those for Taxes being contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has for which adequate reserves had been reflected on the Financial Statements established in accordance with generally accepted accounting principles. U.S. GAAP. (b) The provision for taxes Taxes of the Company as shown in the Financial Statements is adequate for taxes Taxes due or accrued as of the date thereof. . (c) 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. (d) As of the Agreement Date, nor has it made there is no material dispute, audit, examination, proceeding or claim concerning any other elections pursuant to Tax liability of the Code (other than elections Company either claimed or raised by any Governmental Entity in writing that relate solely to methods of accounting, depreciation remains unpaid 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 assetsunresolved. 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 material Tax, which waiver remains in effect or governmental charge. None agreed to any extension of the Company’s federal income tax returns and none of its state income time with respect to a material Tax assessment or franchise tax deficiency which assessment or sales or use tax returns have ever deficiency has not been audited by governmental authoritiespaid. Since the Financial Statement Date, the Company has not incurred any taxesTaxes, 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 taxesTaxes, assessments and governmental charges with respect to its business, properties and operations for such periodperiod in accordance with U.S. GAAP. (e) The Company has deducted, withheld and timely paid to the appropriate Governmental Entity all Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and the Company has complied with all reporting and recordkeeping requirements related to the Company’s withholding requirements. (f) The Company has provided or made available to Parent and the Merger Sub true, correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company since January 1, 2013. (g) The Company has not executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. (h) Section 2.20(h) of the Company Disclosure Letter lists all closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings relating to Taxes have been entered into or issued by any Governmental Entity with or in respect of the Company. (i) The Company does not expect to be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of: (i) an adjustment under either Section 481(a) of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) by reason of a change in method of accounting on or prior to the Closing Date for a taxable period ending on or prior to the Closing Date; (ii) a “closing agreement” described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or before the Closing Date; (iii) an intercompany transaction described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign Tax Law) entered into on or prior to the Closing Date; (iv) a prepaid amount received on or prior to the Closing Date and that is not taken into account in the calculation of liabilities in the Financial Statements; or (vi) an election made pursuant to Section 108(i) of the Code on or prior to the Closing Date. (j) There are no Liens or encumbrances in respect of Tax except for inchoate Liens in respect of current Taxes not yet due or payable. (k) The Company has not constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock (i) qualifying for tax-free treatment under Section 355 of the Code prior to the date of this Agreement or (ii) any taxable distribution of equity interest. The Company has withheld not engaged in a “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b) or collected from each any “tax shelter” within the meaning of Code Section 6662. The Company has not been included in any “consolidated,” “unitary” or “combined” Tax Return provided for under the laws of the U.S., any foreign jurisdiction or any state or locality with respect to Taxes for any taxable year and the Company does not have any obligation to contribute to the payment made of any material Tax of any person or have any liability for the Taxes for any person, as a transferee or successor, by contract or otherwise. The Company is not a party to each or bound by any Tax allocation, sharing or indemnity agreement (for the avoidance of its employeesdoubt, excluding indemnification provisions for Taxes contained in credit agreements, leases or other commercial agreements the amount primary purposes of all taxes which do not relate to Taxes). (includingl) The Company has not been a United States real property holding corporation within the meaning of Code section 897(c)(2) during the period specified in Code section 897(c)(1)(A)(ii). (m) The Company is not a party to any contract and/or has not granted any compensation, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxesequity or award that could be deemed deferred compensation subject to the additional twenty percent (20%) required to be withheld or collected therefromtax under Section 409A of the Code, and has paid neither the Company nor any person that is a member of the same controlled group as the Company or under common control with the Company 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 proper additional twenty percent (20%) tax receiving officers under Section 409A of the Code. (n) The Company does not have any liability or authorized depositoriesobligations for Taxes of any Affiliated, consolidated, combined or unitary group of which the Company was treated as a member (or otherwise treated as a part of such group) on or prior to the Closing Date, including pursuant to Treasury Regulation 1.1502-6 (or analogous or similar state, local or non-U.S. Law). (o) Each holder of any Company Restricted Share has properly made a valid Code Section 83(b) election with respect to such restricted stock.

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 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 Company 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 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 included in the Financial Statements provision for accrued liabilities in the Company's 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 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 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 Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the 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.

Tax Returns, Payments and Elections. The Company has (a) Except as set forth in Section 3.18(a) of the Business Disclosure Schedule, each Tax Return required to be filed all tax returns and reports by or with respect to the operations, activities or ownership of the Transferred Assets (including information returns and reports) as the "Transferred Operations"), to the extent required by law. These returns Law to be filed before the Effective Date (taking into account any applicable extensions) has been filed, and reports are true each such Tax Return is true, accurate and correct complete in all material respects except respects. All Taxes required to have been paid by U.S. NewCo, and all Taxes required to have been paid with respect to any Transferred Operations have been paid in full on a timely basis. (b) Except as set forth in Section 3.18(b) of the Business Disclosure Schedule, (i) there is no Tax audit or other Tax administrative or judicial proceeding presently pending, or to Thomson's Knowledge, threatened, with respect 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 dueTransferred Operations or, 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 Closing Date, with respect to U.S. NewCo (ii) no Governmental Authority with which any Person conducting Transferred Operations does not file Tax Returns has not elected pursuant asserted in writing that such Person is or may be required to pay Taxes to or file Tax Returns with that Governmental Authority, (iii) no Person conducting Transferred Operations has received any notice of deficiency or assessment from any Governmental Authority related to Taxes, and to Thomson's knowledge, no notice of deficiency or assessment has been threatened, and (iv) no agreement or waiver extending the period for assessment or collection of Taxes will have been executed or filed with any Governmental Authority on behalf of U.S. NewCo on or prior to the Internal Revenue Code Closing Date. (c) Except as set forth in Section 3.18(c) of 1986the Business Disclosure Schedule, as amended U.S. NewCo will not be a party to any Tax allocation, Tax sharing or similar agreement or arrangement on or prior to the Closing Date. On or prior to the Closing Date, U.S. NewCo will not be liable for Taxes of another Person by contract, under Treasury Regulation Section 1.1502-6 (the “Code”or any similar provision of state, local or foreign law), or by reason of being a transferee or successor of such Person. (d) On or prior to the Closing Date, U.S. NewCo will not be a party to any joint venture, partnership or other entity which is treated as a Subchapter S corporation partnership for U.S. federal income tax purposes. (e) There are no material Liens for Taxes on the Transferred Assets, other than Permitted Liens. (f) On or prior to the Closing Date, U.S. NewCo will not be the subject of any entity classification election under U.S. Treasury Regulation Section 301.7701-3. (g) On or prior to the Closing Date, U.S. NewCo will not have any obligation to make any payment of any amount to any Person which would not be deductible (either as a collapsible corporation pursuant compensation deduction or, in the case of an entity not currently subject to United States federal income tax, in computing earnings and profits for United States federal income tax purposes) by reason of Section 1362(a280G, Section 162(m) or Section 341(f404 of the Code. (h) As of the Closing Date, U.S. NewCo (i) will not be subject to any "closing agreement" described in Code Section 7121 (or any comparable provision of state, local or foreign Tax law) and (ii) has not requested, received or is subject to any Tax ruling, transfer pricing agreements, or similar agreements, in either case that would have continuing effect after the Closing Date. (i) U.S. NewCo will not be required to recognize for tax purposes in a Tax period ending after the Closing Date any income or gain as a result of (i) using the installment method of accounting, (ii) making or being required to make any change in method of accounting, or (iii) otherwise deferring the recognition of income or accelerating deductions. (j) Thomson has made available to Purchaser copies of all Tax Returns filed by U.S. NewCo, if applicable, for which the statute of limitation has not expired. (k) As of the Closing Date, U.S. NewCo will not be and will not have been at any time a United States real property holding corporation as defined in Section 897(c)(2) 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 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 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 has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports reports, if any, 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 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 returns, if any, and none of its state income or franchise tax or sales or use tax returns have returns, if any, has ever been audited by governmental authorities. Since the Financial Statement Date, the 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, if any, 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 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 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 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 Each of the Company and 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 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 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 CompanyCompany or any Subsidiary, its financial condition, its respective business as presently conducted or proposed to be conducted conducted, properties, material assets 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 chargefinancial position. None of the Company’s 's or any Subsidiary's federal income tax returns and none of its their 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 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 receiving officers or authorized depositoriesdepositaries.