Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.15(a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes the Company and which are each Subsidiary due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company or any Subsidiary have been paid in full, accrued on the books of Sellersthe Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company or any Subsidiary are being asserted, proposed or or, to the Knowledge of any Member, threatened, in writingand no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity a Taxing authority in a jurisdiction where such Seller in which the Company or any Subsidiary does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers have the Company and each Subsidiary has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder equity holder or other third party; (viiviii) there are no outstanding waivers or agreements by or on behalf of the Company or any Seller Subsidiary for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; and (viiiix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of any Member, threatened; (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or threatenedindemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax Liability. (b) Except as set forth on Schedule 4.15(b), the Company has delivered to the Purchaser correct and complete copies of all Tax Returns (together with any agent’s reports and any accountants’ work papers) relating to its respective operations and each of its Subsidiaries for taxable periods ended on or after December 31, 2014. (c) Neither the Company nor any of its Subsidiaries has been a party to any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b). (d) The Company has, at all times since the date of its formation, been classified for federal (and all applicable state and local) income tax purposes as a partnership and not as a corporation, an association taxable as a corporation or a publicly traded partnership taxable as a corporation. Each Subsidiary of the Company has, at all times since the date of its formation, been classified for federal (and all applicable state and local) income tax purposes as a disregarded entity. (e) The Company has not elected to have the revised partnership tax audit procedures set forth in Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder and published administrative interpretations thereof, the “Revised Partnership Tax Audit Procedures”) apply to the Company, including by way of an election under Treasury Regulations Section 301.9100-22T.

Tax Returns; Taxes. Except as otherwise disclosed 4.12.1 To the extent that failure to do so would reasonably be expected to have a Material Adverse Effect on Schedule 4.13: (i) the Business or materially and adversely impact Purchaser’s ownership of the Transferred Assets or operation of the Business, Seller has timely filed all material required federal, state, local and foreign Tax Returns of Sellers on which are required relating to be reported Potential Successor Taxes the Transferred Assets or the Business, and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and such Tax Returns are true, correct and complete in all material respects; respects and were prepared in accordance with applicable Laws. Seller has timely paid all Taxes that have become due with respect to such Tax Returns and has timely paid or has provided adequate accruals on its Unaudited Statements for all other Taxes imposed with respect to the Transferred Assets or the Business. 4.12.2 Seller has duly withheld or collected all payroll and employment Taxes and other Taxes that are required by applicable Law to have been withheld or collected with respect to the Transferred Assets or the Business, and all such amounts so withheld or collected have, if due, been timely paid over to the appropriate Governmental Entity, and all IRS Forms W-2 and 1099 (iiand any and all state, local and foreign analogues) all material Potential Successor with respect thereto which are required to have been filed have been properly completed and filed. 4.12.3 There are no Liens with respect to any Taxes upon any of the Transferred Assets, other than with respect to Taxes not yet due and owing by Sellers payable. 4.12.4 To the extent applicable to the Transferred Assets or the Business: (whether a) no audit or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any other examination of any Tax Return have of Seller is presently in progress, nor has Seller been paid in full, accrued on the books notified of Sellers, any request for such an audit or finally settledother examination; (ivb) no claims have adjustment relating to any Tax Return filed by Seller has been asserted and no proposals proposed formally or, to the Knowledge of Seller, informally by any tax authority to Seller or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writingrepresentative thereof; (vc) no claim has ever been made against any Seller by any Governmental Entity an authority in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; and (vid) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid Seller has not executed any outstanding waiver of any statute of limitations on or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time the period for the assessment of collection of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on Tax. 4.12.5 None of the Purchased Transferred Assets is properly treated as owned by persons other than Liens Seller for Taxes which are not yet due income Tax purposes, and payable, nor are there any such Liens which are pending or threatenednone of the Transferred Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on in Schedule 4.133.12: (ia) all material Tax Returns of Sellers on which are required relating or with respect to be reported Potential Successor Taxes the Member, the Companies, the Assets and which are due to the Business have been timely filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed law and are true, correct and complete in all material respects; (iib) all material Potential Successor Taxes relating or with respect to the Member, the Companies, the Assets and the Business that were due and owing by Sellers payable through the date hereof (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been timely paid in full, accrued on the books of Sellers, or finally settled; (ivc) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes relating or with respect to the Companies, the Assets and the Business are being asserted, proposed or threatened, in writingand no audit or investigation of any Tax Return relating or with respect to the Companies, the Assets and the Business is currently underway, pending or, to the Knowledge of the Companies, threatened; (vd) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does the Companies do not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller either of the Companies is or may be subject to taxation with respect to Potential Successor Taxesin that jurisdiction; (vie) Sellers have each Company has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder equity holder or other third partyparty and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (viif) there are no outstanding waivers or agreements by any Seller the Companies or the Member for the extension of time for the assessment of any material Potential Successor Taxes Taxes, nor are there any requests for rulings, outstanding subpoenas or deficiency thereofrequests for information, notice of proposed reassessment of any property owned or leased by either of the Companies or any other matter pending between the Member or the Companies and any taxing authority; and (viiig) there are no Liens for Taxes on upon any of the Purchased Assets or the Business other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or to the Knowledge of the Companies, threatened; (h) neither Company is a party to any Tax allocation or sharing agreement; (i) neither Company has been a member of an affiliated group filing a consolidated federal income tax return; and (j) neither Company has any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (i) AmeriDyne has duly filed all material Tax Returns of Sellers on which are federal, state, local and other tax returns required to be reported Potential Successor Taxes filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to have been filed through the date hereof (taking into account applicable extensions) such returns or pursuant to any assessment with respect to taxes in accordance with any applicable Laws have been duly filed and are truesuch jurisdictions, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any Tax Returnreserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) have been paid in full is sufficient for the payment of all unpaid taxes, whether or not disputed, that are being diligently contested in good faith by appropriate proceedings; (iii) accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies in Potential Successor Taxes asserted as a result of any examination of examinations by the Internal Revenue Service (the "IRS") or any Tax Return other taxing authority have been paid paid, fully settled or adequately provided for in full, accrued on the books AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of Sellers, AmeriDyne or finally settled; (iv) no claims have been asserted and no proposals its subsidiaries or deficiencies outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any Potential Successor Taxes are being assertedperiod. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, proposed state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or threatened"taxes" means all federal, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxesstate, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and where it has not paid Potential Successor Taxesother taxes, that such Seller is charges, levies or may be subject like assessments, together with all penalties and additions to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld tax and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedinterest thereon.

Tax Returns; Taxes. Except as otherwise disclosed set forth on Schedule 4.13: 3.16: (ia) all federal and material state and local Tax Returns of Sellers on which are the Company or otherwise exclusively relating to the Business required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any taxing authority in accordance with any applicable Laws Law have been duly filed (taking into account any requests for extensions to file such Tax Returns) and are true, correct and complete in all material respects; ; (iib) all federal and material Potential Successor state and local Taxes due and owing required to be paid by Sellers (whether the Company or not shown on any Tax Return) with respect to the Business or the Transferred Assets have been paid in full or are being diligently contested in good faith by appropriate proceedings; full; (iiic) all material deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company have been paid in full, accrued on the books of Sellers, the Company or finally settled; ; (ivd) no disputes or claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company or any Taxes of any other Person, including Seller and its Affiliates, for which the Company could be held liable are being asserted, proposed or or, to the Knowledge of Seller, threatened, in writing; and no audit or investigation of any Tax Return of the Company or any Tax Return of such other Person relating to Taxes for which the Company could be held liable is currently underway, pending or, to the Knowledge of Seller, threatened; (ve) no claim the Company has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder, stockholder or other third party; party and has complied in all material respects with any tax reporting requirements relating thereto; (viif) there are no outstanding waivers or agreements Contracts by any Seller or on behalf of the Company for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; and ; (viiig) there are no Liens for Taxes on against any asset of the Purchased Company or the Transferred Assets (other than Liens Permitted Liens); (h) there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitation applicable to the assessment or collection of any Taxes of or against the Company or relating to the Business; (i) none of the Transferred Assets consists of any interest in a corporation, partnership or other entity for Tax purposes; and (j) no jurisdiction in which the Company conducts business but does not file any Tax Return has asserted a written claim that the Company or a portion of its business is subject to any Taxes which are not yet due imposed by such jurisdiction. Notwithstanding anything in this Agreement to the contrary, the representations and payable, nor are there any such Liens which are pending or threatenedwarranties set forth in this Section 3.16 shall be deemed the sole and exclusive representations and warranties of Seller with respect to Taxes and Tax matters.

Tax Returns; Taxes. (a) Section 5.13(a) of the Disclosure Letter (i) lists all federal, state, local, and foreign income Tax Returns filed with respect to a Group Company for taxable periods ended on or after April 1, 2013, (ii) indicates those Tax Returns that have been audited and (iii) indicates those Tax Returns that currently are the subject of audit. The Company has delivered to Buyer true, correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company since April 1, 2013. (b) Except as otherwise disclosed on Schedule 4.13: Section 5.13(b) of the Letter Schedule, as of the date hereof: (i) all income and other material Tax Returns of Sellers on which are the Group Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Taxing Authority in accordance with any applicable Laws Law have been duly timely (within any applicable extension periods) filed and are true, correct each such Tax Return correctly and complete completely reflects liabilities for Taxes and all other information required to be reported thereon in all material respects; ; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) the Group Companies have been paid in full or are being diligently contested in good faith and the Unaudited Financial Statements reflect an adequate reserve for all material Taxes payable by appropriate proceedings; the Group Companies for all taxable periods and portions thereof accrued through the date of such statements; (iii) all material deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Group Companies have been paid in full, accrued on the books of Sellersfinally settled, or finally settled; adequately reserved against in the Unaudited Financial Statements through the date of such statements; (iv) no claims for additional Taxes have been asserted in writing since April 1, 2013 and no proposals or deficiencies for any Potential Successor Taxes of the Group Companies are being asserted, proposed or threatened, threatened in writing; , and no audit or investigation of any Tax Return of the Group Companies is currently underway, pending or threatened in writing; (v) no claim has ever been made against any Seller in the past three (3) years by any Governmental Entity a Taxing Authority in a jurisdiction where such Seller a Group Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; by that jurisdiction or that it must file Tax Returns in such jurisdiction; (vi) Sellers the Group Companies have withheld and paid all material Potential Successor amounts of Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; party and have materially complied with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto; (vii) with the exception of ordinary course filing extensions, there are no outstanding waivers or agreements by any Seller or on behalf of the Group Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; and ; (viii) except for Permitted Liens, there are no Liens for Taxes on any of the Purchased Assets stock, assets or properties of any Group Company; (ix) there is no dispute or claim concerning any liabilities for Taxes with respect to a Group Company, for which notice has been provided, or which is asserted or threatened, or which is otherwise known to the Company; (x) the Company is not, nor has it been during the five-year period ending on the date hereof, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. No Group Company has participated in or cooperated with an international boycott as defined in Section 999 of the Code; (xi) no Group Company has agreed to or is required to make by reason of a change in accounting method, or otherwise, nor could be required to make by reason of a proposed or threatened change in accounting method or otherwise, any adjustment under Section 481(a) of the Code. No Group Company has been the “distributing corporation” (within the meaning of Section 355 of the Code) with respect to a transaction described in Section 355 of the Code within the five-year period ending as of the date of this Agreement. No Group Company has received (or is subject to) any ruling from any Taxing Authority with respect to a Tax, nor has it entered into (or is subject to) any private letter ruling or closing agreement with a Taxing Authority with respect to a Tax. The Company has disclosed on its federal income Tax Returns (or had disclosed on the federal income Tax Returns of Group Companies) all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (xii) no Group Company (i) is a party to (a beneficiary of or subject to) any Tax Sharing Agreement. or (ii) has any liabilities for the Taxes of any Person, (1) as a transferee or successor, (2) by Contract, or (3) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign Law), in each case under clauses (i) and (ii), other than Liens with respect to a Person that is a member of the group of which the Company is the parent; (xiii) no Group Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for Taxes which are not yet due and payableany taxable period (or portion thereof) ending after the Closing Date as a result of any (1) installment sale or open transaction disposition made on or prior to the Closing Date, nor are there any such Liens which are pending (2) prepaid amount received on or threatened.prior to the Closing Date, (3) cancellation of Funded Debt income arising on or prior to the Closing Date,

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (ia) all income and other material Tax Returns of Sellers on which are the Group Companies required to be reported Potential Successor Taxes and which are due by applicable Law to have been filed through the date hereof with any Governmental Entity have been duly and timely filed (taking into account applicable extensionsextensions of time to file) in accordance with any applicable Laws have been duly filed and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers any of the Group Companies (whether or not shown on any Tax Return) have been paid in full (taking into account applicable extensions of time to pay); (c) there are no extensions of time in effect with respect to the dates on which any Tax Returns of the Group Companies were or are being diligently contested in good faith by appropriate proceedings; due to be filed other than automatic extensions of time not exceeding seven (iii7) months; (d) all material deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Group Companies have been paid in full, accrued on the books of Sellers, full or finally settled; ; (ive) no claims for additional Taxes have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of the Group Companies are being assertedasserted in writing, or, to the Knowledge of the Company, proposed or threatenedthreatened in writing, in writing; (v) no claim has ever each case, that have not been made against any Seller by any Governmental Entity resolved in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxesfull, and where it has not paid Potential Successor Taxesno audit or investigation of any Tax Return of the Group Companies is currently underway, that such Seller is or may be subject pending or, to taxation with respect to Potential Successor Taxes; the Knowledge of the Company, threatened; (vif) Sellers the Group Companies have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; Person; (viig) there are no outstanding waivers or agreements by any Seller or on behalf of the Group Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and none of the Group Companies has waived any statute of limitations in respect of Taxes that will remain in effect after the Closing Date; (viiih) there are no Liens for Taxes on against any asset of the Purchased Assets Group Companies (other than Liens Permitted Liens); (i) no Group Company is a party to any Tax allocation, Tax indemnity or Tax sharing agreement or other similar arrangement under which the Group Companies will have any liability after the Closing for Taxes of another Person (in each case, excluding customary commercial agreements the primary subject of which are is not yet due Taxes, or “Ordinary Commercial Agreements”); (j) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); or has any liability for the Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract (other than an Ordinary Commercial Agreement) or otherwise by operation of Law; (k) no Group Company is or has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (l) no written claim has been made by a Governmental Entity in a jurisdiction where the Group Companies do not file Tax Returns that any Group Company may be subject to taxation by that jurisdiction; (m) the Financial Statements properly and payableadequately accrue or reserve for material unpaid Tax liabilities of the Group Companies in accordance with GAAP; (n) the Company has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (o) each Group Company is, nor are there and has been at all times since formation, treated as a C corporation for United States federal tax purposes; (p) no Group Company will be required to include any such Liens which are pending material item of income in, or threatened.exclude any material deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are filed or required to be reported Potential Successor Taxes and which are due to have been filed through by or on behalf of the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Group Companies have been duly and timely filed with the appropriate Tax Authority in all jurisdictions in which such Tax Returns were required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such filed Tax Returns are true, correct and complete in all material respects; (ii) all material Potential Successor . All Taxes shown to be due and owing by Sellers (whether on such filed Tax Returns or not shown on any Tax Return) otherwise required to have been paid in full by or with respect to each of the Group Companies have been fully and timely paid, except to the extent that such Taxes are being diligently contested in good faith by appropriate proceedings, for which adequate reserves have been established on the Financial Statements in accordance with GAAP. (b) Since December 31, 2018, no Group Company has (i) made, changed or revoked any election in respect of Taxes; (ii) made, changed or revoked any accounting method in respect of Taxes; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of prepared any Tax Return have been paid Returns in full, accrued a manner which is not consistent with the past custom and practice with respect to the treatment of items on the books of Sellers, or finally settledsuch Tax Returns; (iv) no claims have been asserted and no proposals or deficiencies for filed any Potential Successor Taxes are being asserted, proposed or threatened, in writingamendment to a Tax Return; (v) incurred any Liability for Taxes other than in the Ordinary Course; (vi) settled any claim or assessment in respect of Taxes; (vii) consented to the extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental Entity; or (viii) surrendered any right to claim a refund of payments made in respect of Taxes. (c) Since December 31, 2018, no written claim has ever been made against any Seller received by any Governmental Entity the Group Companies from a Tax Authority in a jurisdiction where such Seller does the Group Companies do not file a Tax Returns on which Return to the effect that the Group Companies are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation in that jurisdiction, nor, to the Knowledge of the Company, has any Tax Authority threatened to make such an assertion. (d) All deficiencies asserted or assessments made as a result of any examinations or audits by any Tax Authority with respect to Potential Successor the Group Companies have been fully paid, or each of the Group Companies has made full and adequate provision in its books and records and the Financial Statements for all Taxes which are not due and payable and all required estimated Tax payments sufficient to avoid any underpayment penalties have been made by or on behalf of the Group Companies. As of the date hereof, no federal, state, local or foreign Audits, examinations, matters in controversy, proposed adjustments or Actions by any Governmental Entity are presently pending, in progress or threatened with regard to any Taxes or Tax Returns filed by or on behalf of the Group Companies. No Group Company has received from a Governmental Entity any written notice indicating an intent to open an audit or other review with respect to any Group Company or any request for information related to Tax matters of or with respect to any Group Company. (e) None of the Group Companies or any other Person on behalf of the Group Companies has been given or requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed, nor been granted any extension for the assessment or collection of Taxes; , other than extensions with respect to Tax Periods for which the applicable statute of limitations, as so extended, has since expired. No waivers of statutes of limitations have been given or requested with respect to any Taxes of any Group Companies. (vif) Sellers There are no Liens as a result of any unpaid Taxes (other than current Taxes not yet due and payable) upon any of the assets of the Group Companies. (g) None of the Group Companies is a party to any Tax sharing, Tax allocation, Tax indemnity or any similar written or unwritten agreement, arrangement, understanding or practice relating to Taxes, and no Group Company has Liability or potential Liability for Taxes of another Person under any such agreement, arrangement, understanding or practice, or as a transferee or successor or by operation of law or otherwise. (h) The Group Companies have withheld or collected and timely paid to the appropriate Tax Authority (or is properly holding for such timely payment) all material Potential Successor Taxes required to have been withheld and complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, including all applicable Laws relating to information reporting and record retention, and paid by Sellers (other than current Taxes not yet due and payable) in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (i) None of the Group Companies (i) is subject to any private letter ruling of the IRS or comparable rulings of any other Governmental Entity; (viiii) there are no outstanding waivers has ever had a permanent establishment (or agreements by other taxable presence) in any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets country other than Liens for Taxes which are not yet due and payablethe United States; (iii) has engaged in any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or (iv) is a “United States real property holding corporation” within the meaning of Section 897 of the Code. (j) None of the Group Companies will be required to include amounts in income, nor are there or exclude items of deduction, in a Taxable period beginning after the Closing Date as a result of: (i) a change in method of accounting occurring on or prior to the Closing Date; (ii) closing agreement as described in Section 7121 of the Code (or any such Liens which are pending similar provision of other applicable Law) on or threatened.prior to the Closing Date; (iii) an installment sale or open transaction arising in any Pre-Closing Tax Period; (iv) a prepaid amount received, or paid, prior to the Closing Date;

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) Each Seller has timely filed all material Tax Returns of Sellers on which are that it was required to be reported Potential Successor Taxes file and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, all such Tax Returns were correct and complete in all material respects; (ii) all material Potential Successor . All Taxes due and owing owed by Sellers a Seller (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result paid. Neither Seller is currently the beneficiary of any examination extension of time within which to file any Tax Return have been paid in full, accrued on the books Return. Neither Seller nor Parent has received notice of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no a claim has ever been made against any Seller by any Governmental Entity a Taxing Authority in a jurisdiction where such any Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation by that jurisdiction. There are no Liens on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax. (b) Neither Seller nor Parent has received notice of: (i) any issue raised or adjustment proposed (and, to the knowledge of the Sellers, none is pending) by any Tax Authority with respect to Potential Successor TaxesTaxes of any Seller; or (viii) Sellers have any pending Tax audit or examination, nor any action, suit, investigation, claim or deficiency asserted with respect to such Seller. Neither Seller has waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (c) Each Seller has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder member, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. (d) Each Seller has delivered to Premier and the Purchaser true and correct copies of all Tax Returns filed by such Seller during the past three (3) calendar years. (e) Neither Seller has been a member of any group of corporations filing Tax Returns on a consolidated, combined, unitary or similar basis, other than each such group of which it is currently a member. (f) Neither Seller will be obligated to make a payment, in connection with the transactions contemplated hereunder or otherwise, to any employee or former employee or former employee of, or individual providing services to a Seller 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 is reasonable compensation for personal services performed or to be performed in the future. Neither Seller will be obligated to pay any excise Taxes or similar Taxes imposed on any employee or former employee of, or individual services to a Seller under Section 4999 of the Code as a result of the consummation of the transactions contemplated hereby. (g) For purposes of this Agreement: (i) the term “Tax” or “Taxes” includes all taxes, charges, fees, levies or other assessments imposed by any federal, state, local or foreign Tax Authority, including, without limitation, all income, gross receipts, gains, profits, windfall profits, gift, severance, ad valorem, social security, unemployment, disability, premium, recapture, credit, excise, property, sales, use, occupation, service, service use, leasing, leasing use, value added, transfer, payroll, employment, withholdings, estimated, license, stamp, franchise or similar taxes (including any interest earned thereon or penalties, additions or fines attributable thereto or attributable to any failure to comply with any requirement regarding Tax Returns and any interest in respect of such penalties, additions or fines); (viiii) there are no outstanding waivers “Tax Return” means any report, return, documents, declaration or agreements by other information or filing required to be supplied to any Seller for the extension of time for the assessment of Tax Authority or jurisdiction with respect to Taxes including, without limitation, any material Potential Successor Taxes supporting schedules or deficiency thereofattachments and any amendments thereto; and (viiiiii) there are no Liens “Tax Authority” means any Governmental Authority responsible for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payableassessment, nor are there determination, collection or imposition of any such Liens which are pending or threatenedTax (including the IRS).

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 4.10 of the Parent Disclosure Schedules: (ia) all income and other material Tax Returns of Sellers on which are Parent required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account extensions of time for filing) and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Parent have been paid in full, accrued except for Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (c) there are not currently any extensions of time in effect with respect to the dates on the books which any Tax Return of Sellers, Parent were or finally settled; are due to be filed; (ivd) no claims for additional unpaid Taxes have been asserted in writing since the Look-Back Date and no proposals or deficiencies for any Potential Successor Taxes of Parent are currently being asserted, proposed or or, to the knowledge of Parent, threatened, in writing; and no audit or investigation of any Tax Return of Parent is currently underway, pending or, to the knowledge of Parent, threatened; (ve) no claim Parent has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of Parent for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and Parent has not waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes against any asset of Parent (other than Permitted Liens); (h) Parent is not a party to any Tax indemnification or Tax receivable, allocation, sharing or similar agreement under which Parent will have any liability for Taxes after the Closing (excluding customary commercial agreements the primary subject of which is not Taxes); (i) Parent has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Parent) and does not have any material liability for the Taxes of any Person (other than any subsidiary of any group the common parent of which was Parent) under Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign income Tax Law), as a transferee or successor, or by contract (excluding customary commercial agreements the primary subject of which is not Taxes); (j) Parent is not and has not been a party to any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2); (k) no written claim has ever been made by an Governmental Entity in a jurisdiction where Parent does not file Tax Returns that Parent may be subject to taxation by that jurisdiction and which claim has not been resolved; (l) Parent is, and has been at all times since formation, treated as a corporation for United States federal income Tax purposes; (m) Parent will not be required to include any material item of income in, or exclude any material deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) adjustments under Section 481 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iv) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax Law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law), in each case, entered into or created on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; or (vi) prepaid amount received on or prior to the Closing Date, other than amounts reflected on the Purchased Assets other than Liens for Taxes which are not yet due financial statements of Parent and payable, nor are there any such Liens which are pending or threatened.amounts accrued in the Ordinary Course since then;

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (a) United has duly filed (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes federal and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed state tax returns and are truereports, correct and complete in all material respects; (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material Potential Successor Taxes due lien or encumbrance on any of such assets or affect materially and owing adversely its business or operations. To the knowledge of the officers of United (the "United Management"), such returns or reports are, and when filed will be, true, complete and correct, and United has paid, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the United Management, all federal, state and local taxes and other governmental charges paid or payable by Sellers (United have been paid, or have been accrued or reserved on its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. To the knowledge of the United Management, adequate reserves for the payment of taxes have been established on the books of United for all periods through the date hereof, whether or not shown due and payable and whether or not disputed. Until the Closing Date, United shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. United has not received any Tax Returnnotice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the United Management, there is no threatened claim against United, or to the knowledge of the United Management, any basis for any such claim, for payment of any additional federal, state, local or foreign taxes for any period prior to the date of this Agreement in excess of the accruals or (b) Except as set forth in the United Disclosure Memorandum, to the knowledge of the United Management, proper and accurate amounts have been paid withheld by United from its employees for all periods in full or are being diligently contested in good faith and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax re- turns have been filed by appropriate proceedings; (iii) United for all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return periods for which returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.14(a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are each member of the Company Group due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers each member of the Company Group (whether or not shown on any Tax Return) have been timely paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of any member of the Company Group were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of any member of the Company Group have been paid in full, accrued on the books of Sellersany member of the Company Group, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of any member of the Company Group are being asserted, proposed or or, to the Sellers’ Knowledge, threatened, in writingand no audit or investigation of any Tax Return of any member of the Company Group is currently underway, pending or, to the Sellers’ Knowledge, threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity a Taxing authority in a jurisdiction where such Seller in which any member of the Company Group does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers have each member of the Company Group has timely withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder or other third party; (viiviii) there are no outstanding waivers or agreements by or on behalf of any Seller member of the Company Group for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any member of the Company Group or any other matter pending between any member of the Company Group and any Taxing authority; and (viiiix) there are no Liens for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable) on any of the assets of a member of the Company Group, nor are there any such Liens pending or, to the Sellers’ Knowledge, threatened; (x) no member of the Company Group is a party to any Tax allocation, sharing or indemnification agreement under which are pending any member of the Company Group will have any liability after the Closing; (xi) no member of the Company Group has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return; (xii) no member of the Company Group has any liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or threatenedany similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract, or otherwise; and (xiii) each member of the Company Group has at all times used proper accounting methods and periods in computing their Tax liability. (b) Except as set forth on Schedule 4.14(b), the Seller Parent has delivered to the Purchaser Parent correct and complete copies of all federal, state, local and foreign income Tax Returns (together with any agent’s reports and any accountants’ work papers) for all period ending since formation of each member of the Company Group. (c) No member of the Company Group has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (d) No member of the Company Group will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) beginning on or after the Closing Date as a result of any: (i) change in method of accounting for a Taxable period ending prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law) executed on or before the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received on or before the Closing Date; (v) an intercompany item under Treasury Regulations Section 1.1502-13 or an excess loss account under Treasury Regulations Section 1.1502-19; or (vi) election made (or contemplated to be made) under Section 108(i) of the Code.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.14(a), (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due filed by or with respect to have been filed through any of the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Company or its Subsidiaries have been duly and timely filed with the appropriate Governmental Entity; (ii) all items of income, gain, loss, deduction and credit (collectively, “Tax Items”) required to be included in each such Tax Return have been so included and all such Tax Items provided in each such Tax Return are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; ; (iii) all deficiencies in Potential Successor Taxes asserted as a result owed by or with respect to any of any examination of any Tax Return the Company or its Subsidiaries that are or have become due have been timely paid in full, accrued on the books of Sellers, or finally settled; ; (iv) no claims have been asserted and no proposals penalty, interest or deficiencies for other charge is or will become due with respect to the late filing of any Potential Successor Taxes are being asserted, proposed such Tax Return or threatened, in writing; late payment of any such Tax; (v) all Tax withholding and deposit requirements imposed on or with respect to any of the Company or its Subsidiaries, including unemployment compensation and workers’ compensation taxes, have been satisfied in full in all respects; (vi) there are no Liens (other than Permitted Exceptions) on any of the assets or properties of the Company or its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax; (vii) there is no claim pending or, to the Knowledge of the Company or any of its Subsidiaries, threatened by any Governmental Entity in connection with any Tax owed by or with respect to the Company or its Subsidiaries; (viii) none of the Tax Returns required to be filed by or with respect to any of the Company or its Subsidiaries is now under audit or examination by any Governmental Entity and none of the Company, its Subsidiaries or the Principal Stockholders has received a notice of an intent to open an audit of the Tax obligations of any of the Company or its Subsidiaries by any Governmental Entity; (ix) there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Return, or the assessment or collection of any Tax, due from or with respect to any of the Company or its Subsidiaries; (x) none of the Company or its Subsidiaries is or has ever been a member of any consolidated, combined or unitary group of companies obligated to file or pay Taxes on a consolidated, combined or unitary basis (other than such a group that includes solely the Company and/or any of its Subsidiaries) or is a party to any Tax indemnity agreement or arrangement or has an obligation to indemnify or make a payment to any person in respect of any Tax for any past, current or future period; (xi) with respect to each of the Company and its Subsidiaries, no claim has ever been made against any Seller by any a Governmental Entity in a jurisdiction where such Seller in which the Company or any of its Subsidiaries does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller member is or may be subject required to taxation file a Tax Return in that jurisdiction; (xii) other than by virtue of their ownership by any of the Company or its Subsidiaries, none of the assets or properties of the Company or its Subsidiaries are held in an arrangement that is properly classified as a partnership for Tax purposes; (xiii) no item of income or gain reported for financial accounting purposes in any period (or portion thereof) ending on or before the Closing Date will be included in taxable income for any period (or portion thereof) beginning after the Closing Date; (xiv) none of the Company or its Subsidiaries will be required to include any amount in income as a result of having been a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for nonrecognition of gain or loss under Section 355 of the Code; (xv) none of the assets or properties of the Company or its Subsidiaries is “tax-exempt use property” (within the meaning of Section 168(h) of the Code) or “tax-exempt bond-financed property” (within the meaning of Section 168(g)(5) of the Code); (xvi) all of the assets and properties of the Company or its Subsidiaries have been properly listed and described on the property tax rolls for the taxing units in which the assets or properties of the Company or its Subsidiaries are located and no portion of the assets or properties of the Company or its Subsidiaries constitutes omitted property for property tax purposes; (xvii) none of the Company or its Subsidiaries has consummated, participated in, or is currently participating in any transaction that was or is a “listed transaction” or “reportable transaction” as defined in sections 6662A, 6011, 6111 or 6707A of the Code or the Treasury Regulations promulgated thereunder, including transactions identified by the Internal Revenue Service by notice, regulation or other form of published guidance as set forth in Treasury Regulation section 1.6011-4(b)(2); (xviii) the Company and each of its Subsidiaries currently utilizes the accrual method, as well as the percentage of completion method (for certain contracts), of accounting for U.S. federal income tax purposes and has not changed that method in the past five years; (xix) all prices in intercompany transactions involving the transfer of goods, services, or intangibles, yield results that are consistent with the results that would have been realized if uncontrolled taxpayers had engaged in the same transaction under the same circumstances; (xx) Xxxxx Xxxxxxx International Inc. (“PGI”) made a Subchapter S election effective on January 1, 1993, and through January 30, 2008 was properly classified as an S Corporation under Section 1361(a)(1) of the Code; (xxi) Conam Construction Co. (“Conam”) made a Subchapter S election effective on January 1, 1993, and through January 30, 2008 was properly classified as an S Corporation under Section 1361(a)(1) of the Code; (xxii) Xxxxx Xxxxxxx Construction, Inc. (“PGC”) made a Subchapter S election effective on January 1, 1998, and through January 30, 2008 was properly classified as an S Corporation under Section 1361(a)(1) of the Code; (xxiii) each of the Subsidiaries of PGI, Conam and PGC were classified for U.S. federal tax purposes as a partnership or as disregarded as an entity separate from its owner since the date of its organization through January 30, 2008; (xxiv) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xxv) each of the Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code; and (xxvi) the unpaid Taxes of the Company and its Subsidiaries did not, as of June 30, 2009, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheet attached hereto as Schedule 4.14(b) (rather than in any notes thereto) (the “June 30 Balance Sheet”). (b) The June 30 Balance Sheet is attached hereto as Schedule 4.14(b). Since the date of June 30 Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice. (c) Schedule 4.14(c) lists all federal, state, local, and non-U.S. income Tax Returns filed with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to any of the Company or its Subsidiaries for taxable periods ended on or after December 31, 2008, indicates those of such Tax Returns that have been paid audited, and indicates those of such Tax Returns that currently are the subject of audit. (d) The Company has delivered to Parent correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Sellers in connection with amounts paid the Company or owing to any employeeof its Subsidiaries filed or received on or after September 15, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened2007.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (ia) all income, franchise and other material Tax Returns of Sellers on the Company and each Company Subsidiary have been duly and timely filed (after giving effect to any valid extensions of time in which to make such filings) in all jurisdictions in which such Tax Returns are required to be reported Potential Successor Taxes and which are due to have been filed through with the date hereof (taking into account applicable extensions) appropriate Taxing Authority in accordance with any applicable Laws have been duly filed Law and such Tax Returns are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers (whether or not the Company and each Company Subsidiary, including those Taxes that are shown as due and owing on any the foregoing Tax Return) Returns, have been paid in full and there are no material disputes or claims by a Taxing Authority in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns concerning any Tax liability of the Company or any Company Subsidiary claimed or raised by any authority, such that they are or may be subject to Tax by such jurisdiction; (c) timely and effective elections were made (and not subsequently revoked) under Section 338(h)(10) of the Code (and any corresponding provision of state or local Tax law) with respect to each of the Acquisitions; (d) there are not now any extensions of time in effect with respect to the dates on which any Taxes are or were due or the date on which any Tax Returns of the Company or any Company Subsidiary were or are being diligently contested due to be filed, neither the Company nor any Company Subsidiary has waived any statute of limitations in good faith by appropriate proceedings; respect of Taxes, and no power of attorney has been granted to any Person that is currently in force with respect to any Tax matter of the Company or any Company Subsidiary; (iiie) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company or any Company Subsidiary have been paid in full, accrued on the books Financial Statements or Interim Financial Statements of Sellersthe Company or a Company Subsidiary, as applicable, or finally settled; (iv) , and there are no claims have been asserted and no proposals other audits or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller investigations by any Governmental Entity Taxing Authority in a jurisdiction where progress, nor have the Seller Indemnified Parties, the Company or any of the Company Subsidiaries received any written notice from any Taxing Authority that it intends to conduct such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, an audit or investigation of the Company; (f) the Company and where it each Company Subsidiary has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have duly and timely withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection to the appropriate Taxing Authority; (g) with amounts paid or owing respect to any employeeperiod for which Tax Returns have not yet been filed or for which Taxes are not yet due or owing, independent contractorthe Company has made due and sufficient accruals for such Taxes in the Financial Statements or the Interim Financial Statements and all required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of the Company and each Company Subsidiary; (h) neither the Company nor, creditorto the Company’s Knowledge, stockholder or other third party; any Company Subsidiary have been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Seller Company Subsidiary for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; and ; (viiij) there are no material Liens for Taxes on against any asset of the Purchased Assets Company or any Company Subsidiary (other than Liens for Taxes which are not yet due and payable); (k) neither the Company nor any Company Subsidiary is a party to any Tax allocation, sharing or similar agreement (whether or not written) under which the Company or any Company Subsidiary will have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes); and (l) neither the Company nor are there any Company Subsidiary has been a member of an affiliated group filing a combined, consolidated or unitary income Tax Return (other than a group the common parent of which was the Company); (m) within the past two years or otherwise as part of a “plan (or series of related transactions)” with the transactions contemplated by this Agreement, neither the Company nor any Company Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361; (n) neither the Company nor any Company Subsidiary is nor has been a party to any “listed transaction” as defined in Code Section 6707A(c)(2) and Treasury Regulation Section 1.6011-4(b)(2); (o) neither the Company nor any Company Subsidiary is subject to any private letter ruling of the IRS or comparable rulings of any Taxing Authority; and (p) neither the Company nor any Company Subsidiary has, or has ever had, a permanent establishment in any country other than the country in which it was incorporated or formed; nor have they engaged in a trade or business in any country other than the United States that subjected it to tax in such Liens which are pending or threatenedcountry.

Tax Returns; Taxes. Except as otherwise disclosed would not be material to the Business or the Purchased Assets, or (y) as set forth on Schedule 4.13: 4.14: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through by the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Sellers have been duly and timely filed and are true, correct and complete in all material respects; , and no material fact has been omitted therefrom. No extension of time in which to file any such Tax Returns is in effect other than intra-year extensions obtained in the ordinary course of business. (iib) all material Potential Successor All Taxes due and owing payable by the Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; full. (iiic) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no No claims have been asserted in writing, no Taxes have been assessed and no proposals or deficiencies for any Potential Successor material amount of Taxes of the Sellers are being assertedasserted or proposed in writing and no audit or investigation of any Tax Return of any Seller is currently underway, proposed or threatenedpending or, to the Knowledge of the Sellers, threatened in writing; (v) no . No claim has ever been made in writing against any Seller by any Governmental Entity Body in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation in such jurisdiction. (d) No Seller has executed or filed with respect to Potential Successor Taxes; any Governmental Body any agreement or waiver extending the period for assessment, reassessment or collection of any material Taxes that remains in effect. (vie) The Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers them to the appropriate Governmental Body in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder creditor or shareholder thereof or other third party; (vii) there , and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. There are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens Encumbrances for Taxes on with respect to the Purchased Assets other than Liens for Taxes which are not yet due and payableSellers or their respective assets or the Business, nor are is there any such Liens which are Encumbrance that is pending or, to the Knowledge of the Sellers, threatened in writing, other than Permitted Encumbrances. (f) No Seller is or threatenedhas been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Reg. §1.6011-4(b)(2).

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (ia) all material All Tax Returns of Sellers on which are or including the Company and SSI required to be reported Potential Successor Taxes and which are due to have been filed through with the date hereof (taking into account applicable extensions) in accordance with any applicable Laws appropriate Taxing Authority have been duly filed and are true, correct and complete in all material respects; respects to the extent such Tax Returns relate to the Company and SSI. (iib) all material Potential Successor All Taxes due and owing payable by Sellers (whether or not shown on any Tax Return) the Company and SSI have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been timely paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims . The Company and SSI have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have timely withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid (or owing deemed to have been paid) to any employee, independent contractor, creditor, stockholder or other third party; . There are no Liens for Taxes against any asset of the Company or SSI, other than Permitted Liens. (viic) there All deficiencies asserted as a result of any audit or examination of any Tax Returns of or relating to the Company and SSI by any Taxing Authority have been paid in full, or accrued on the books of the Company in accordance with GAAP. (d) No Tax claims have been asserted in writing and no proposals or deficiencies for any Taxes of or relating to the Company and SSI are being asserted, proposed or, to the Knowledge of Seller, threatened, and no audit or examination of any Tax Return of or relating to the Company and SSI are currently underway, pending or, to the Knowledge of Seller, threatened. (e) There are no outstanding waivers of statutes of limitations or agreements by any Seller or on behalf of the Company or SSI for the extension of time for the assessment of any Taxes of or relating to the Company or SSI or any deficiency thereof. (f) The Company and SSI have no liability for any Person (other than Sellers) under Section 1.1502-6 of the Treasury Regulations nor is the Company or SSI a party to or bound by any Tax sharing, Tax indemnification or similar arrangement for the Taxes of another Person for any taxable period after the Closing (excluding commercial agreements the primary subject of which is not Taxes). (g) Neither the Company nor SSI have agreed to make or was required to make any adjustment pursuant to Section 481(a) of the Code (or any similar provision of state or local law) for any period on or after the Closing Date by reason of a change in accounting method initiated by it and no Taxing Authority has proposed any such adjustment or change in accounting method, and neither the Company nor SSI has an application pending with Taxing Authority requesting permission for any change in its accounting methods. (h) No written claim has, during the last five (5) years, been made, and, to the Knowledge of Sellers, no written claim has ever been made by any Taxing Authority in a jurisdiction where the Company or SSI does not file or is not included in Tax Returns that the Company or SSI, as the case may be, is subject to any taxation by that jurisdiction. (i) Neither the Company nor SSI are subject to any private ruling, closing agreement or any other agreement with any Taxing Authority. (j) Neither the Company nor SSI is or has been, during the last five (5) years and, to the Knowledge of Seller, neither the Company nor SSI has ever been a party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations. (k) The Company is and has been, since January 1, 2015, classified for U.S. federal, state and local income tax purposes as a disregarded entity, not as a partnership or a corporation or an association taxable as a corporation. (l) SSI is and has been, since at least September 30, 2011, a C-corporation for U.S. federal, state and local tax purposes. (m) Except as set forth on Schedule 3.13(m), during the last five (5) years, and, to the Knowledge of Seller, neither the Company nor SSI has ever (i) had a permanent establishment in any country other than the country under the Law of which it is organized, as defined in any applicable treaty or convention between such country and the jurisdiction of the entity’s incorporation or formation or (ii) engaged in activities in any country, other than the country under the Law of which it is organized or in a country in which it is authorized to operate, that would subject it to taxation by such country (n) Asset Seller has filed or caused to be prepared and filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and all such Tax Returns continue to be true and correct in all material Potential respects. (o) Asset Seller has paid all Taxes due and payable by it within the prescribed timeframes. (p) No claim has ever been made by any Taxing Authority in any jurisdiction outside of Canada that Asset Seller is required to file a Tax Return in such jurisdiction. (q) Asset Seller has withheld from each payment made to any Person, including its present or former employees and all Persons who are or are deemed to be non-residents of Canada for purposes of the Tax Act, all amounts required by applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Entity. Asset Seller has remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in respect of its employees to the proper Governmental Entity within the time required under applicable Law. (r) Asset Seller has collected all amounts required to be collected by it on account of Transfer Taxes or other Taxes required by applicable Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Law to be remitted by it. (s) There are no liens for Taxes upon, pending against or, to the Knowledge of Seller, threatened against any of the Transferred Assets. (t) Asset Seller is not a non-resident of Canada for the purposes of section 116 of the Tax Act. (u) Asset Seller is duly registered under the Excise Tax Act (Canada) for the purposes of GST. (v) Asset Buyer will not be liable for any Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedof Asset Seller.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 4.8: (ia) all income and other material Tax Returns of Sellers on which are Parent required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account any extensions of time within which to file such Tax Returns) and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) Parent have been paid in full full; (c) there are no extensions of time in effect with respect to the dates on which any Tax Returns of Parent were or are being diligently contested due to be filed (other than automatic extensions of time to file Tax Returns obtained in good faith by appropriate proceedings; the Ordinary Course); (iiid) all deficiencies asserted in Potential Successor Taxes asserted writing as a result of any examination of any Tax Return Returns of Parent have been paid in full, accrued on the books of Sellers, full or finally settled; ; (ive) no claims for additional Taxes have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of Parent are being asserted, proposed or, to the knowledge of Parent, threatened in writing, and no audit or threatenedinvestigation of any Tax Return of Parent is currently underway, pending or, to the knowledge of Parent, threatened in writing, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation each case with respect to Potential Successor Taxes; any Taxable period for which the period of assessment or collection remains open; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of Parent for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and Parent has not waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes on the Purchased Assets against any asset of Parent (other than Liens for Taxes which are not yet due and payabledelinquent or Liens for Taxes being contested in good faith by appropriate proceedings); (h) Parent is not a party to any Tax allocation, Tax indemnity or Tax sharing agreement or other similar arrangement under which the Group Companies will have any liability after the Closing (excluding customary commercial agreements the primary subject of which is not Taxes); (i) Parent has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Parent); or has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise; (j) Parent is not nor has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); and (k) to the knowledge of Parent as of the date of this Agreement, there are there any such Liens which are pending no facts, circumstances or threatenedplans that, either alone or in combination, could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: would not, individually or in the aggregate, have a Material Adverse Effect, (ia) each of the Partnership Entities has prepared and timely filed (taking into account any extension of time within which to file) all income and other material Tax Returns required to be filed by any of Sellers on which them and all such filed Tax Returns are complete and accurate in all material respects, (b) each of the Partnership Entities has timely paid all Taxes that are required to be reported Potential Successor paid by any of them (and, where payment is not yet due, has made adequate provision for such Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) on such Partnership Entity’s financial statements in accordance with GAAP), (c) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of any applicable Laws Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Partnership Entity, (d) all Taxes required to be withheld by any Partnership Entity have been duly filed withheld and are truepaid over to the appropriate Tax authority (except in the case of this clause (d) or clause (a) or (b) above, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently with respect to matters contested in good faith and for which adequate reserves have been established on the Partnership’s financial statements included or incorporated by appropriate proceedings; reference in the NEP Execution Date SEC Documents), (iiie) all deficiencies in Potential Successor Taxes asserted none of the Partnership Entities will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after any Closing Date as a result of any examination (A) change in method of accounting for a taxable period ending on or prior to such Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any Tax Return have been paid corresponding or similar provision of state, local or foreign law) executed on or prior to such Closing Date, (C) intercompany transactions or any excess loss account described in fullTreasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, accrued local or foreign law), (D) installment sale or open transaction disposition made on or prior to such Closing Date, (E) election under Section 108(i) of the books Code (or any comparable provisions of Sellersstate, local or foreign law), or finally settled; (ivF) no claims have been asserted and no proposals prepaid amount received or deficiencies for any Potential Successor Taxes are being asserted, proposed paid on or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where prior to such Seller does not file Tax Returns on which are required to be reported Potential Successor TaxesClosing Date, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viif) there are no outstanding agreements, waivers or agreements by arrangements extending the statutory period of limitation applicable to any Seller claim for, or the period for the extension collection or assessment of, Taxes due from or with respect to any of time the Partnership Entities for any taxable period. None of the assessment Partnership Entities has entered into any transaction that, as of any material Potential Successor Taxes or deficiency thereof; and (viii) there the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “reportable transaction” as defined under Section 1.6011-4 of the Treasury Regulations. There are no Tax Liens for Taxes on upon any of the Purchased Assets assets or properties of the Partnership Entities, other than Liens for with respect to Taxes which are not yet due and payable. Except as disclosed in Schedule E, nor are there no NEP Entity (A) is or has ever been a member of an affiliated group of corporations filing a consolidated federal income Tax Return, or (B) has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local, or foreign law), as a transferee or successor, by contract, or otherwise. Except as disclosed in Schedule E, no NEP Entity is a party to, or bound by, or has any obligation under, any tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. The Partnership has made a valid election pursuant to Section 301.7701-3(c) of the Treasury Regulations to be taxed as a corporation for U.S. federal income tax purposes, and such Liens election is currently in effect. The Partnership reasonably expects that it is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code. None of the Partnership Entities has, within the five years preceding the applicable Closing Date, been either a “distributing corporation” or a “controlled corporation” in a distribution in which are pending or threatenedthe parties to such distribution treated the distribution as one to which Section 355 of the Code was applicable.

Tax Returns; Taxes. (a) Except as otherwise disclosed on in Schedule 4.13: B.14(a): (i) all Tax Returns with respect to Income Taxes and all other material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes the Company and which are each Company Subsidiary due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Applicable Law have been duly filed on a timely basis and are true, correct and complete and accurately reflect the Taxes, income, gains, losses, deductions and credits of the Company in all material respects; ; (ii) all material Potential Successor Taxes Taxes, deposits or other payments which are due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return payable with respect to the Company and each Company Subsidiary through the date hereof have been paid in full, accrued ; (iii) there are no extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by the books of Sellers, Company or finally settled; any Company Subsidiary; (iv) since their formations, the Company and each of the Company Subsidiaries has been taxed as a disregarded entity for Income Tax purposes and no elections have been or will be made to treat the Company or any of the Company Subsidiaries as a corporation for any Income Tax purposes; (v) no claim, assessment, deficiency or adjustment has ever been made or threatened by any authority in a jurisdiction where the Company and the Company Subsidiaries have not or do not file returns; (vi) no Tax audits or administrative or judicial Tax proceedings are pending, being conducted or, to the Knowledge of Seller and the Company, threatened with respect to the Company or the Company Subsidiaries; (vii) no material claims have been asserted in writing or, to the Knowledge of Seller and no proposals or deficiencies for any Potential Successor Taxes are being assertedthe Company, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation threatened with respect to Potential Successor Taxes; the Company or the Company Subsidiaries; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viiviii) there are no outstanding waivers or agreements by or on behalf of the Company or any Seller Company Subsidiary for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and ; (viiiix) there are no Liens material Encumbrances for Taxes on the Purchased Assets (other than Liens Encumbrances for Taxes which are not yet due and payable), nor are there any such Liens material Encumbrances for Taxes which are pending or, to the Knowledge of Seller and the Company, threatened; and (x) all material liabilities for Taxes related to any taxable period ending on or threatenedbefore the date hereof have been properly accrued or are disclosed on the Opening Balance Sheet. (b) Seller is not a foreign Person for purposes of Section 1445(b)(2) of the Code.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 5.14(a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes the Company and which are each of its Subsidiaries due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly timely filed (taking into account any extensions of time to file such Tax Returns that have been properly received) with the appropriate Governmental Entity and all such Tax Returns are true, correct and complete in all material materials respects; ; (ii) all material Potential Successor Taxes due and owing by Sellers Taxes, deposits or other payments for which the Company or any of its Subsidiaries may have any liability (whether or not shown on any Tax Return) have been timely paid in full or are being diligently contested in good faith by to the appropriate proceedings; Governmental Entity; (iii) there are not currently any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any of its Subsidiaries were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company or any of its Subsidiaries have been paid in full, accrued on the books of Sellersthe Company or such Subsidiary, or finally settled; , and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes are being of the Company or any of its Subsidiaries have been asserted, proposed or threatened, threatened in writing; , and no audit or investigation of any Tax Returns of the Company or any of its Subsidiaries is currently underway, pending or, to the Company’s Knowledge, threatened; (vvi) no claim has ever been made against in writing to the Company or any Seller of its Subsidiaries by any a Governmental Entity in a jurisdiction where in which such Seller Person does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; by that jurisdiction; (vivii) Sellers the Company and each of its Subsidiaries have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, customer, independent contractor, creditor, stockholder equityholder or other third party; party and has maintained all required records with respect thereto; (viiviii) there are no outstanding waivers or agreements by or on behalf of the Company or any Seller of its Subsidiaries for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, written notice of proposed reassessment of any property owned or leased by the Company or any of its Subsidiaries or any other matter pending between the Company or any of its Subsidiaries and any Taxing authority; (viiiix) as to the Company and its Subsidiaries, there are no Liens for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or threatenedthreatened in writing; (x) Purchaser will not be required to deduct and withhold any amount under Section 1445(a) of the Code or otherwise upon the transfer of the Interests to Purchaser; (xi) neither the Company nor any of its Subsidiaries is a party to any Tax allocation or sharing agreement; (xii) neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (or similar Tax Returns under state, local or foreign Laws); (xiii) each of the Company and its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (xiv) none of the Company or any of its Subsidiaries has, directly or indirectly, participated in any transaction (including the transactions contemplated by this Agreement) that would constitute (1) a “reportable transaction” or “listed transaction” as defined in Treasury Regulation § 1.6011-4T or (2) a “tax shelter” as defined in Section 6111 of the Code and the Treasury Regulations thereunder; (xv) the Company and its Subsidiaries have at all times used the accrual method of accounting in computing their Tax liability; (xvi) each of the Company and its Subsidiaries is, and since the date of its formation has been, taxed as a partnership or a “disregarded entity” for federal and all applicable state income Tax purposes and will continue to be taxed as a partnership or disregarded entity, as applicable, until the Closing; and (xvii) the unpaid Taxes of the Company and its Subsidiaries (i) did not, as of the date of the Balance Sheet, exceed the reserve for liability for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet (rather than in any notes thereto) and (2) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing their Tax Returns. Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of business. (b) Schedule 5.14(b): (i) contains a list of all states, territories and other jurisdictions (whether domestic or foreign) in which the Company of any of its Subsidiaries has filed a Tax Return at any time during the three (3) year period ending on the date hereof, (ii) identifies those Tax Returns that have been audited during such three (3) year period, (iii) identifies those Tax Returns that currently are the subject of audit, (iv) lists all Tax rulings and similar determinations requested or received by the Company or any of its Subsidiaries (or any of the Sellers in respect of the foregoing Persons), and (v) contains a complete and accurate description of all material Tax elections that were made by or on behalf of the Company or any of its Subsidiaries. The Sellers have delivered or made available to Purchaser true, correct and complete copies of all Tax Returns filed by, and all examination reports, statements of deficiencies assessed against or agreed to by, the Company or any of its Subsidiaries during the three (3) year period ending on the date hereof.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.134.20: (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by Seller through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws have been duly filed and are true, correct and complete in all material respectsfiled; (ii) all material Potential Successor Taxes shown due and owing by Sellers (whether or not shown on any Tax Return) Return for which Seller has liability have been paid in full or are being diligently contested in good faith by appropriate proceedingsaccrued as liabilities for Taxes on the books and records of Seller; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by Seller; (iv) all deficiencies in Potential Successor Taxes asserted and due as a result of any examination of any a Tax Return of Seller have been paid in full, full or accrued on the books of Sellers, or finally settledSeller; (ivv) no claims have been asserted and and, to the Knowledge of Seller, no proposals or deficiencies for any Potential Successor Taxes of Seller are being asserted, proposed or threatened, in writing; (v) and no claim has ever been made against audit or investigation of any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Return of Seller is or may be subject currently underway, pending, or, to taxation with respect to Potential Successor Taxesthe Knowledge of Seller, threatened; (vi) Sellers have Seller has withheld and paid all material Potential Successor the Taxes required to have been paid by Sellers it in connection with amounts paid or owing to any employee, independent contractor, creditor, creditor or stockholder thereof or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on with respect to the Purchased Assets other than Liens for Taxes which that are not yet due and payable, nor are there any and no such Liens which are pending or or, to Seller’s Knowledge, threatened.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 3.13 of the Schedules: (ia) all income and other material Tax Returns of Sellers on which are the Group Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account extensions of time for filing) and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return the Group Companies have been paid in full, accrued ; (c) there are not currently any extensions of time in effect with respect to the dates on which any Tax Returns of the books of Sellers, Group Companies were or finally settled; are due to be filed; (ivd) no claims for additional unpaid Taxes have been asserted in writing within the last three (3) years and no proposals or deficiencies for any Potential Successor Taxes of the Group Companies are currently being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Group Companies is currently underway, pending or, to the Knowledge of the Company, threatened; (ve) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers the Group Companies have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of the Group Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and none of the Company or the Company Subsidiaries has waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes against any asset of the Group Companies (other than Permitted Liens); (h) the Company is not a party to any Tax allocation or sharing agreement under which the Group Companies will have any liability for Taxes after the Closing (excluding (x) customary commercial agreements the primary subject of which is not Taxes and (y) any agreements that are solely among Group Companies); (i) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was a Group Company); or has any material liability for the Taxes of any Person (other than a Person that is a member of a group of which a Group Company is the common parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, or by contract (excluding customary commercial agreements the primary subject of which is not Taxes); (j) no Group Company is or has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (k) no written claim has ever been made by an Governmental Entity in a jurisdiction where the Group Companies do not file Tax Returns that any Group Company may be subject to taxation by that jurisdiction and which claim has not been resolved; (l) the Company has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (m) each Group Company is, and has been at all times since October 1, 2018, treated as a corporation for United States federal income Tax purposes; (n) no Group Company will be required to include any material item of income in, or exclude any material 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law), in each case, entered into or created on or prior to the Closing Date; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date, other than amounts reflected on the Purchased Assets Financial Statements and amounts accrued in the Ordinary Course since then; (vi) election described in Section 108(i) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law); (o) During the two (2)-year period ending on the date of this Agreement, none of the Company or any Company Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 of the Code; (p) None of the Group Companies have had a permanent establishment (within the meaning of an applicable Tax treaty or convention between the United States and such foreign country), or otherwise been subject to taxation in any country other than Liens the country of such Group Company’s formation; and (q) No Group Company has taken, or agreed to take, any action, or has knowledge of any fact or circumstance, that could reasonably be expected to prevent the Merger, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (r) The unpaid Taxes of the Company did not, as of September 30, 2021, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Interim Balance Sheet (rather than in any notes thereto). Since September 30, 2021, the Company has not incurred any liability for Taxes which are not yet due outside the ordinary course of business or otherwise inconsistent with past custom and payable, nor are there any such Liens which are pending or threatenedpractice.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) Each of the Partnership Entities that is required to do so has filed (or has obtained extensions with respect to) all material Tax Returns of Sellers on which are federal, state, local and foreign income and franchise tax returns required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed hereof, which returns are complete and are true, correct and complete in all material respects; , and has timely paid all taxes shown to be due pursuant to such returns, other than those (iii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or that are being diligently contested in good faith by appropriate proceedings; or for which adequate reserves have been established in accordance with GAAP or (ii) which, if not paid, would not reasonably be expected to have a Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of the Partnership Entities has had any Tax deficiency proposed or assessed against it that has not been fully resolved and satisfied, (ii) none of the Partnership Entities has executed any waiver of any statute of limitations on the assessment or collection of any Tax that remains outstanding, and (iii) all deficiencies in Potential Successor there is no pending audit, suit, proceeding, claim, examination or other administrative or judicial proceedings ongoing, pending, or, to the Knowledge of the Partnership, threatened or proposed with respect to any Taxes asserted as a result of any examination of any the Partnership Entities. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Partnership Entities (or its agent) 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 Return have been paid in full, accrued on the books of Sellers, or finally settled; (ivAct Taxes) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxeswithheld or collected therefrom, and where it has not have paid Potential Successor Taxes, that such Seller is the same to the proper Tax receiving officers or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedauthorized depositories.

Tax Returns; Taxes. (a) Except as otherwise disclosed on in Schedule 4.13: 5.18(a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes shown to be due and owing by Sellers (whether or not shown on any such Tax Return) Returns have been paid in full or are being diligently contested in good faith by appropriate proceedingsaccrued as liabilities for Taxes on the books and records of the Company; (iii) the amounts so paid on or before the date hereof, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any liability accrued for deferred Taxes to reflect timing differences between book and Tax income) on the balance sheet of the Company as of October 31, 2001, will be adequate based on the Tax rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of the Company in any jurisdiction as of the date thereof; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed; (v) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellersthe Company, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivvi) no claims for Taxes have been asserted and no proposals or deficiencies for any Potential Successor Taxes are currently being asserted, proposed no audit or investigation of any Tax Return is currently underway, and no written notice or announcement of any claim, audit or investigation has been received or, to the Knowledge of the Company, is pending or threatened, in writing; (vvii) no claim has ever been made against any Seller within the past three (3) years by any Governmental Entity in a jurisdiction where such Seller the Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxestaxation; (viviii) Sellers have the Company has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viiix) there are no outstanding waivers or agreements by any Seller the Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, written notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any Tax authority; and (viiix) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened; (xi) the Company has not been a member of an affiliated group filing a consolidated federal income tax return; (xii) the Company does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xiii) none of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Code Section 280G; and (xiv) the Company is not a party to any Tax allocation or sharing agreement. (b) Except as set forth in Schedule 5.18(b), the Company has delivered to the Buyer true and complete copies of all income Tax Returns (together with any agent's reports, statements of deficiencies assessed against or agreed to by the Company and any accountants' work papers) for all Tax periods ending on or after December 31, 2000. Schedule 5.18(b) also lists all federal, state, local, and foreign income Tax Returns filed with respect to the Company for Tax periods ended on or after December 31, 2000, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. (c) Schedule 5.10 lists (as described on such schedules) the U.S. federal income tax basis of each Asset as of the Company's Tax Return for the year 2000.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (ia) all income and other material Tax Returns of Sellers on which are the Company required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) the Company have been paid in full full; (c) there are not now any extensions of time in effect with respect to the dates on which any Tax Return of the Company were or are being diligently contested in good faith by appropriate proceedings; due to be filed; (iiid) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company have been paid in full, accrued on the books of Sellers, the Company or finally settled; ; (ive) no claims for additional unpaid Taxes have been asserted in writing within the last three (3) years and no proposals or deficiencies for any Potential Successor Taxes of the Company are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (vf) no claim the Company has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viig) there are no outstanding waivers or agreements by any Seller or on behalf of the Company for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and the Company has not waived any statute of limitations in respect of Taxes; (viiih) there are no Liens for Taxes on against any asset of the Purchased Assets Company (other than Liens for Taxes which are not yet due and payable); (i) the Company is not a party to any Tax allocation or sharing agreement under which the Company will have any liability for Taxes after the Closing (excluding customary commercial agreements the primary subject of which is not Taxes); (j) the Company has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); and does not have any liability for the Taxes of any Person (other than a Person that is a member of a group of which the Company is the common Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, or by contract (excluding customary commercial agreements the primary subject of which is not Taxes); (k) the Company is not, and has not been, a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (l) no claim has ever been made by an Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company may be subject to taxation by that jurisdiction; (m) the Company has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (n) none of the assets of the Company are an equity interest in an entity or arrangement classified as a partnership for United States federal, state or local income Tax purposes; (o) the Company is, and has been at all times since October 1, 2018, treated as a corporation for United States federal income Tax purposes; (p) the Company will not be required to include any item of income in, or exclude any 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date, other than amounts reflected on the Financial Statements and amounts accrued in the Ordinary Course since then; (vi) election described in Section 108(i) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law); (q) the Company has not distributed stock of another Person, nor are there has it had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code; (r) the Company has not had a permanent establishment (within the meaning of an applicable Tax treaty or convention between the United States and such foreign country), or otherwise been subject to taxation in any such Liens which are pending country other than the country of its formation; and (s) the Company has not taken, or threatenedagreed to take, any action, or has knowledge of any fact or circumstance, that could reasonably be expected to prevent the Merger, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13in SCHEDULE 2.15(A) to the Disclosure Letter: (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are each of the Companies due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers Taxes, deposits or other payments for which any of the Companies may have any liability through the date hereof (whether or not shown on any Tax Return) ), have been paid in full or are being diligently contested in good faith by appropriate proceedingsaccrued for as liabilities for Taxes on the books and records of the Companies; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns have been paid in full, accrued on the books of Sellersthe Companies, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or or, to the Knowledge of the Shareholders, threatened, in writingand no audit or investigation of any Tax Return is currently underway, pending or, to the Knowledge of the Shareholders, threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity an authority in a jurisdiction where such Seller in which any of the Companies does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers each of the Companies have duly and timely withheld and paid over to the appropriate taxing authorities all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third partyparty under all applicable laws and regulations; (viiviii) there are no outstanding waivers or agreements by or on behalf of any Seller of the Companies for the extension of time applicable to any claim for, or the period for the collection or the assessment of of, any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any of the Companies or any other matter pending between any of the Companies and any taxing authority; (ix) none of the Companies has filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "CODE"); (x) none of the Companies has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xi) none of the Companies is a party to, is bound by, or has any obligation under, any Tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person; (xii) none of the Companies has been a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person under U.S. Treasury Regulation section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (xiii) each of the Companies has collected all sales and use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Entities, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by all applicable sales and use Tax statutes and regulations; (viiixiv) there are no Liens for with respect to Taxes on upon any of the Purchased Assets assets or properties of the Companies, the Owned Real Property, the LLC Leased Real Property, the LP Owned Equipment, the Equipment Lease or the LP Leased Equipment, other than Liens for with respect to Taxes which are not yet due and payable; and (xv) neither the Owned Real Property, the LLC Leased Real Property, the LP Owned Equipment, the Equipment Lease or the LP Leased Equipment nor any of the assets owned by the Companies is (A) Tax-exempt use property within the meaning of Section 168(h) of the Code or (B) property that is or will be 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 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986. (b) Except as set forth in SCHEDULE 2.15(B) to the Disclosure Letter, the Shareholders have delivered to ESI true and complete copies of all open income Tax Returns (together with any agent's reports and any accountants' work papers) relating to the operations of the Companies for the years for which Tax Returns are there any such Liens which are pending or threateneddue to have been filed.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.134.21: (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by the Company through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes Taxes, deposits and other payments shown due and owing by Sellers (whether or not shown on any Tax Return) tax return for which the Company has liability have been paid in full or are being diligently contested in good faith by appropriate proceedingsaccrued on the books and records of the Company; (iii) the amounts so paid, together with all amounts accrued as liabilities relating to Taxes (including Taxes accrued as currently payable) on the books of the Company, are, to the Knowledge of the Company, adequate, based on the tax rates and applicable Laws in effect, to satisfy all liabilities for Taxes of the Company in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by the Company; (v) all deficiencies in Potential Successor Taxes asserted and due as a result of any examination of any a Tax Return of the Company have been paid in full, accrued on the books of Sellers, the Company or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably would be expected to result in a material deficiency for any other period not so examined; (ivvi) no claims have been asserted and and, to the Knowledge of the Company, no proposals or deficiencies for any Potential Successor Taxes of the Company are being asserted, proposed or threatened, in writingand no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (vvii) no claim has ever been made against any Seller the Company by any Governmental Entity in a jurisdiction where such Seller the Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxestaxation; (viviii) Sellers have the Company has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers it in connection with amounts paid or owing to any employee, independent contractor, creditor, creditor or stockholder thereof or other third party; (viiix) there are no outstanding waivers or agreements by any Seller the Company or the Shareholder for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any taxing authority; and (viiix) there are no Liens for Taxes on with respect to the Purchased Company or the Assets other than Liens for Taxes which that are not yet due and payable, nor are there any and no such Liens which are pending or threatened; and (xi) the Company does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise.

Tax Returns; Taxes. Except as otherwise disclosed set forth on Schedule 4.13: 3.14: (a) Each Seller (i) has timely filed or caused to be filed on a timely basis with the appropriate taxing authorities all material Tax Returns of Sellers on which are required to be reported Potential Successor filed by or with respect to such Seller for all years and periods for which such Tax Returns have become due, and (ii) has paid all Taxes and which that are due (whether or not shown to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and be due on such Tax Returns). Such Tax Returns are true, correct and complete in all material respects; . DB03/0502991.0020/10136186.1 WP01 (b) Such Seller has (and as of the Closing Date will have) timely made all deposits required with respect to Taxes. (c) There are no Liens for Taxes with respect to the Purchased Assets or Owned Real Property (except for statutory liens for current Taxes not yet due). (d) (i) No Actions are pending or, to the Knowledge of Sellers, threatened with regard to any Taxes or Tax Returns of Sellers and (ii) all material Potential Successor Taxes due and owing by Sellers (whether no waiver or not shown on consent extending any Tax Return) have been paid in full statute of limitations for the assessment or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result collection of any examination of any Tax Return have Taxes has been paid in full, accrued on the books of executed by Sellers, nor have any requests for such waivers or finally settled; (iv) no claims have consents been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; . (ve) no claim Such Seller has ever been made against any Seller complied with all applicable Laws relating to the withholding of Taxes (including withholding of Taxes pursuant to Sections 1441 and 1442 of the Code) and has, within the time and within the manner prescribed by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are Law, withheld and paid over to the proper taxing authorities all amounts required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid over under all material Potential Successor Taxes required to have been paid by Sellers applicable Laws in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder member or other third party; . (viif) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payableNo written notice has been received, nor are there to the Knowledge of Sellers has any oral notice been received, by Seller from any Governmental Authority in a jurisdiction where such Liens which are pending or threatenedSeller does not file Tax Returns stating that Seller is required to file Tax Returns with that jurisdiction.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 4.8 of the Parent Disclosure Schedule: (ia) all income and other material Tax Returns of Sellers on which are Parent required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers Parent (whether or not shown on any Tax Return) have been timely paid in full full; (c) there are no extensions of time in effect with respect to the dates on which any Tax Returns of Parent were or are being diligently contested in good faith by appropriate proceedings; due to be filed; (iiid) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of Parent have been paid in full, accrued on the books of Sellers, full or finally settled; ; (ive) no claims for additional Taxes have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of Parent are being asserted, proposed or or, to the knowledge of Parent, threatened, in writing; and no audit or investigation of any Tax Return of Parent is currently underway, pending or, to the knowledge of Parent, threatened; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of Parent for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and Parent has not waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes on the Purchased Assets against any asset of Parent (other than Liens for Taxes which are not yet due and payable); (h) Parent is not nor has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); and (i) Following the Domestication, nor are there any Parent will be treated and classified for U.S. federal and applicable state and local Tax purposes as a domestic corporation (within the meaning of the Code). Merger Sub II is treated and classified for U.S. federal and applicable state and local Tax purposes as an entity which is disregarded as an entity separate from its owner (within the meaning of Section 301.7701-2 of the Treasury Regulations), and no election has or shall be made to treat Merger Sub II as anything other than a disregarded entity for U.S. federal income Tax purposes if such Liens which are pending or threatenedelection would reasonably be expected to prevent the Mergers, taken together, from qualifying as a reorganization under Section 368(a) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (a) Holding Company has duly filed (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes federal and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed state tax returns and are truereports, correct and complete in all material respects; (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material Potential Successor Taxes due and owing by Sellers (whether lien or not shown encumbrance on any Tax Return) of such assets or affect materially and adversely its business or operations. To the knowledge of the officers of Holding Company (the "HOLDING COMPANY MANAGEMENT"), such returns or reports are, and when filed will be, true, complete and correct, and Holding Company has paid, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the Holding Company Management, all federal, state and local taxes and other governmental charges paid or payable by Holding Company have been paid in full paid, or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid accrued or reserved on its books in fullaccordance with generally accepted accounting principles applied on a basis consistent with prior periods. To the knowledge of the Holding Company Management, accrued adequate reserves for the payment of taxes have been established on the books of SellersHolding Company for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Holding Company shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Holding Company has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the Holding Company Management, there is no threatened claim against Holding Company, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies to the knowledge of the Holding Company Management, any basis for any Potential Successor Taxes are being assertedsuch claim, proposed for payment of any additional federal, state, local or threatened, foreign taxes for any period prior to the date of this Agreement in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is excess of the accruals or may be subject to taxation reserves with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers any such claim shown in connection the 2003 Holding Company Financial Statements described in SECTION 4.2.6 below or disclosed in the notes with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there respect thereto. There are no outstanding waivers or agreements by any Seller Holding Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; taxes. The federal income tax returns of Holding Company have not been examined by the Internal Revenue Service for any period since December 31, 1997 and no tax return is currently the subject of an audit. (viiib) there are no Liens Except as set forth in the Holding Company Disclosure Memorandum, to the knowledge of the Holding Company Management, proper and accurate amounts have been withheld by Holding Company from its employees for Taxes on all periods in full and complete compliance with the Purchased Assets other than Liens tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by Holding Company for Taxes all periods for which are not yet returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable, nor are there any such Liens which are pending or threatenedpayable have been paid in full.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) All Income Tax Returns and all material non-Income Tax Returns of Sellers on which are the Acquired Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Taxing authority in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; . (iib) all All material Potential Successor Taxes due and owing required to be paid by Sellers (whether or not shown on with respect to any Tax Return) of the Acquired Companies have been duly and timely paid in full or are being diligently contested in good faith by appropriate proceedings; full. (iiic) all All deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Acquired Companies have been paid in full, accrued on the books of Sellers, the Acquired Companies or finally settled; . (ivd) no No claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Acquired Companies or any Taxes of any other Person, including HD Supply or its Affiliates, for which the Acquired Companies could be held liable are being asserted, proposed or or, to the Knowledge of HD Supply, threatened, in writing; and no audit or investigation of any Tax Return of the Acquired Companies or any Tax Return of such other Person relating to Taxes for which the Acquired Companies could be held liable is currently underway, pending or, to the Knowledge of HD Supply, threatened. (ve) no claim Each Acquired Company has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder, stockholder or other third party; . (viif) there There are no outstanding waivers or agreements Contracts by any Seller or on behalf of the Acquired Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; and . (viiig) there There are no Liens for Taxes against any asset of the Acquired Companies or any of the Additional Transferred Assets (other than Permitted Liens). (h) None of the Additional Transferred Assets consists of any interest in a corporation, partnership or other entity for Tax purposes. (i) None of Buyer or any of its Affiliates (including, after the Closing, any Acquired Company) will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, as a result of any (i) change in method of accounting in respect of any Acquired Company for a taxable period ending on or prior to the Closing Date under Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax law), (ii) installment sale or open transaction disposition in respect of any Acquired Company made on or prior to the Closing Date, (iii) prepaid amount received in respect of any Acquired Company on or prior to the Closing Date, or (iv) election made pursuant to Section 965(h) of the Code in respect of any Acquired Company. (j) No Acquired Company has participated in a listed transaction within the meaning of Treasury Regulations Section 1.6011-4(c). (k) No Acquired Company has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute a “plan” or “series of related transactions” in conjunction with the transaction contemplated by this Agreement. No Acquired Company is a party to an unexpired “gain recognition agreement” within the meaning of the Treasury Regulations under Section 367 of the Code. (l) No Acquired Company (i) has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local law), in either case that would be binding upon any of the Acquired Companies after the Closing Date, (ii) is or has been a member of any affiliated, consolidated, combined or unitary group for purposes of filing Tax Returns or paying Taxes (other than a group the common parent of which is HD Supply) or (iii) has any liability for the Taxes of any Person (whether under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, pursuant to any Tax sharing or indemnity Contract, or otherwise). (m) No Acquired Company has been a United States real property holding corporation within the meaning of Section 897(c)(1)(A)(ii) of the Code within the five-year period ending on the Purchased Assets date hereof. (n) The shares of HDS Canada Inc. are not “taxable Canadian property” for purposes of the Income Tax Act (Canada), as amended. (o) No jurisdiction in which an Acquired Company conducts business but does not file any Tax Return has issued a written claim that such Acquired Company or a portion of its business is subject to any Taxes imposed by such jurisdiction. (p) At all times since its formation, each of HD Supply Repair & Remodel LLC, and White Cap Management, LLC has been classified as an entity disregarded as separate from its owner for U.S. federal income Tax purposes. At all times since April 2, 2016, Kenseal Construction Products, LLC has been classified as an entity disregarded as separate from its owner for U.S. federal income Tax purposes. (q) At all times since its formation, Construction Supply has been classified as a partnership for U.S. federal income Tax purposes and neither Construction Supply, nor any person acting on behalf of, or with respect to, Construction Supply, has made an election under Treasury Regulations Section 301.7701-3 to classify Construction Supply as an association taxable as a corporation for U.S. federal income Tax purposes. (r) At all times since formation, each of the Acquired Companies (other than Liens HD Supply Repair & Remodel LLC, Construction Supply, White Cap Management, LLC and Kenseal Construction Products, LLC) has been classified as an association taxable as a corporation for Taxes which are U.S. federal income Tax purposes. (s) Construction Supply (i) has not yet due elected to have the provisions of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, apply to it with respect to any Tax year prior to January 1, 2018 and payable(ii) has made an election pursuant to Section 754 of the Code, nor are there any and such Liens which are pending or threatenedelection has not been revoked, and will apply for the Tax year that includes the Closing Date.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.15(a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are the Company due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers the Company (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company have been paid in full, accrued on the books of Sellersthe Company, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writingand no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity a Taxing authority in a jurisdiction where such Seller in which the Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers have the Company has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viiviii) there are no outstanding waivers or agreements by any Seller or on behalf of the Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any Taxing authority; and (viiiix) there are no Liens for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of the Company, threatened; (x) the Company is not a party to any Tax allocation, sharing or threatenedindemnification agreement under which the Company will have any liability after the Closing; (xi) the Company has never been a member of an affiliated group filing a consolidated U.S. federal income Tax Return; (xii) the Company has no liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; (xiii) the Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code; and (xiv) the Company has at all times used proper accounting methods and periods in computing its Tax liability. (b) Except as set forth on Schedule 4.15(b), the Company has made available to the Purchaser correct and complete copies of all federal, state, local and foreign income, sales and use, franchise, gross receipts and/or net worth, occupancy, property, payroll and abandoned property Tax Returns (together with all supporting schedules and any agent’s reports) relating to its operations for taxable periods ended on or after December 31, 2007. (c) The Company has maintained a valid election as an S corporation (as defined in Section 1361 of the Code) from the date of its formation, and such election has not been revoked or terminated, except as modified by the actions taken pursuant to the Contribution Agreement. Holdco, as a continuation of the Company pursuant to Rev. Rul. 2008-18, is a valid S corporation. The Company has been a qualified subchapter S subsidiary within the meaning of Section 1361 of the Code from the date of the transfer of the shares of capital stock in the Company to Holdco pursuant to the Contribution Agreement through and including the date hereof. (d) The Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (e) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning on or after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending prior to Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law) executed on or before the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received on or before the Closing Date; or (v) election made (or contemplated to be made) under Section 108(i) of the Code. (f) The Company has not been a party to any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b). (g) The Company is not liable for any Tax under Section 1374 of the Code and since December 1, 2000, has not acquired assets from another corporation in a transaction in which the Company’s tax basis for the acquired assets was determined, in whole or in part, by reference to the tax basis of the acquired assets (or any other property) in the hands of the transferor.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (a) Independent has duly filed (i) ------------------- all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes federal and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed state tax returns and are truereports, correct and complete in all material respects; (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material Potential Successor Taxes due and owing by Sellers (whether lien or not shown encumbrance on any Tax Return) of such assets or affect materially and adversely its business or operations. To the knowledge of the officers of Independent (the "Independent Management"), such returns or reports are, and when filed will be, true, complete and correct, and Independent has paid, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the Independent Management, all federal, state and local taxes and other governmental charges paid or payable by Independent have been paid in full paid, or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid accrued or reserved on its books in fullaccordance with generally accepted accounting principles applied on a basis consistent with prior periods. To the knowledge of the Independent Management, accrued adequate reserves for the payment of taxes have been established on the books of SellersIndependent for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Independent shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Independent has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the Independent Management, there is no threatened claim against Independent, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies to the knowledge of the Independent Management, any basis for any Potential Successor Taxes are being assertedsuch claim, proposed for payment of any additional federal, state, local or threatened, foreign taxes for any period prior to the date of this Agreement in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is excess of the accruals or may be subject to taxation reserves with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers any such claim shown in connection the 1999 Independent Financial Statements described in Section 4.2.6 below or disclosed in the notes with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there respect thereto. There are no outstanding waivers or agreements by any Seller Independent for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; taxes. The federal income tax returns of Independent have not been examined by the Internal Revenue Service for any period since December 31, 1994. (b) Except as set forth in the Independent Disclosure Memorandum, to the knowledge of the Independent Management, proper and (viii) there are no Liens accurate amounts have been withheld by Independent from its employees for Taxes on all periods in full and complete compliance with the Purchased Assets other than Liens tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by Independent for Taxes all periods for which are not yet returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable, nor are there any such Liens which are pending or threatenedpayable have been paid in full.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by Semotus through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws (pursuant to an extension of time or otherwise) have been duly filed and are true, correct and complete in all material respects; . (iib) all material Potential Successor Taxes due All Taxes, deposits and owing by Sellers other payments for which Semotus has liability (whether or not shown on any Tax Return) have been paid in full or are being diligently contested accrued as liabilities for Taxes on the books and records of Semotus. (c) The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any accrual to reflect timing differences between book and Tax income) on the books of Semotus, shall be adequate based on the tax rates and applicable Laws in good faith effect to satisfy all liabilities for Taxes of Semotus in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (d) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by appropriate proceedings; Semotus. (iiie) all All Tax deficiencies in Potential Successor Taxes asserted as a result of any examination by a Governmental Entity of any a Tax Return of Semotus have been paid in full, accrued on the books of Sellers, Semotus or finally settled; , and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined. (ivf) no No claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of Semotus are being asserted, proposed or, to the Knowledge of Semotus, threatened, and no audit or investigation of any Tax Return of Semotus is currently underway, pending or threatened, in writing; . (vg) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there There are no outstanding waivers or agreements by between any Seller Governmental Entity and Semotus for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Semotus or any other matter pending between Semotus and any Governmental Entity. (viiih) there There are no Liens for Taxes on with respect to Semotus or the Purchased Assets other than Liens for Taxes which are not yet due and payableassets or properties of Semotus, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of Semotus, threatened. (i) Semotus is not a party to or bound by any Tax allocation or sharing agreement. (j) Semotus has not been a member of an "affiliated group" of corporations (within the meaning of Code ss. 1504) filing a consolidated federal income tax return (other than a group the common parent of which was Semotus). (k) Semotus does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all All income and other material Tax Returns of Sellers on which are the Parent Parties required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Governmental Entity have been duly and timely filed and are true, correct and complete in all material respects; . (iib) all All income and other material Potential Successor Taxes due and owing by Sellers the Parent Parties have been paid in full (whether or not shown on any Tax Return). (c) have been paid There are no extensions of time (other than automatic extensions obtained in full the Ordinary Course) currently in effect with respect to the dates on which any Tax Returns of the Parent Parties were or are being diligently contested in good faith by appropriate proceedings; due to be filed. (iiid) all All deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Parent Parties have been paid in full, accrued on the books of Sellers, the applicable Parent Party or finally settled; . (ive) no No claims for additional Taxes have been asserted and in writing by a Governmental Entity, no proposals or deficiencies for any Potential Successor Taxes of the Parent Parties are being asserted, proposed or threatenedor, in writing; (v) no claim has ever been made against any Seller to the knowledge of Parent, threatened by any a Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor TaxesEntity, and where it has not paid Potential Successor Taxesno audit or investigation of any Tax Return of a Parent Party is currently underway, that such Seller is or may be subject pending or, to taxation with respect to Potential Successor Taxes; the knowledge of Parent, threatened by a Governmental Entity. (vif) Sellers The Parent Parties have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; . (viig) there There are no outstanding waivers or agreements by any Seller or on behalf of the Parent Parties for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and the Parent Parties have not waived any statute of limitations in respect of Taxes. (viiih) there There are no Liens for Taxes on against any asset of the Purchased Assets Parent Parties (other than Liens Permitted Liens). (i) No Parent Party has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Parent) or has any liability for the Taxes of any Person (other than any subsidiary of any group the common parent of which was Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. (j) Parent is not nor has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2). (k) No claim has ever been made by a Governmental Entity in a jurisdiction where the Parent Parties do not file Tax Returns that any Parent Party may be subject to taxation by that jurisdiction. (l) No Parent Party has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (m) None of the assets of the Parent Parties are an equity interest in an entity or arrangement classified as a partnership for United States federal, state or local income Tax purposes. (n) Each Parent Party is treated as a corporation for United States federal income tax purposes. (o) No Parent Party has taken or agreed to take any action not yet due and payablecontemplated by this Agreement and/or any Ancillary Agreement that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. To Parent’s knowledge, nor are there any such Liens which are pending no facts or threatenedcircumstances exist that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are returns, statements, reports and forms (including without limitation estimated Tax returns and reports and information returns and reports) required to be reported Potential Successor Taxes and which are due filed with any Tax Authority with respect to any Taxable period ending on or before the Closing, by or on behalf of any of the Companies (collectively, the "Tax Returns"), have been or will be properly completed and filed when due (including any extensions of such due date on or before the Closing date), and all amounts shown to be due thereon on or before the Closing have been or will be paid on or before such date. The Financial Statements fully accrue all actual and contingent liabilities for all unpaid Taxes with respect to all periods (or portions of such periods) through June 30,2004, and none of the Companies has or will incur any Tax liability in excess of the amount reflected on the Financial Statements (whether or not reflected as payable on any Tax Return that has been filed) with respect to such periods (or portions of such periods). All information set forth in the notes to the Financial Statements relating to Tax matters is true, complete and accurate in all respects. None of the Companies has or, to the Sellers' knowledge, will incur any Tax liability for periods (or portions of periods) after June 30, 2004 through the Closing Date other than in the ordinary course of business. Each of the Companies has withheld and paid to the applicable financial institution or Tax Authority all amounts required to be withheld except as set forth on Schedule 4.10(a). None of the Companies has been granted any extension or waiver of the limitation period applicable to any Tax Returns. (b) Except as set forth on Schedule 4.10(b), there is no claim, audit, action, suit, proceeding, or investigation now pending or to the Sellers' knowledge, threatened against or with respect to any of the Companies in respect of any Tax or assessment. No notice of deficiency or similar document of any Tax Authority has been received by the any of the Companies, 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 any of the Companies, adversely affect the liability of any of the Companies for Taxes. (c) The Sellers have previously provided or made available to the Purchaser true and correct copies of all Tax Returns filed through the date hereof of this Agreement. Each of the Sellers will make available to the Purchaser all Tax Returns filed after the date of this Agreement, all work papers with respect to Tax Returns, all Tax opinions and memoranda with respect to Taxes owed or potentially owed by any of the Companies, and all other Tax data and documents reasonably requested by the Purchaser. For purposes of this Agreement, the following terms have the following meanings: "Tax" (taking into account applicable extensionsand, 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 Page 20 <PAGE> 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 Generalisee ("CSG"), Contribution Au Remboursement de la Dette Sociale ("CRDS"), contributions paid to unemployment insurance agencies ("ASSEDIC"), 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 accordance whole or in part on wages or salaries, governmental fee or other like assessment or charge of any kind whatsoever, together with any applicable Laws have been duly filed and are trueinterest or any penalty, correct and complete in all material respects; addition to tax or additional amount imposed by any governmental entity responsible for the imposition of any such tax (domestic or foreign) (a "Tax Authority"), (ii) all material Potential Successor Taxes due 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 and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies any liability for the payment of any amounts of the type described in Potential Successor Taxes asserted (i) or (ii) as a result of any examination of express or implied obligation to indemnify any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedperson.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 4.11 of the Parent Disclosure Schedule: (ia) all income and other material Tax Returns of Sellers on which are Parent required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account extensions of time for filing) and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Parent have been paid in full, accrued ; (c) there are not currently any extensions of time in effect with respect to the dates on the books which any Tax Return of Sellers, Parent were or finally settled; are due to be filed; (ivd) no claims for additional unpaid Taxes have been asserted in writing within the last three (3) years and no proposals or deficiencies for any Potential Successor Taxes of Parent are being asserted, proposed or or, to the knowledge of Parent, threatened, in writing; and no audit or investigation of any Tax Return of Parent is currently underway, pending or, to the knowledge of Parent, threatened; (ve) no claim Parent has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of Parent for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and Parent has not waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes against any asset of Parent (other than Permitted Liens); (h) Parent is not a party to any Tax allocation or sharing agreement under which Parent will have any liability for Taxes after the Closing (excluding customary commercial agreements the primary subject of which is not Taxes); (i) Parent has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Parent) and does not have any material liability for the Taxes of any Person (other than any subsidiary of any group the common parent of which was Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, or by contract (excluding customary commercial agreements the primary subject of which is not Taxes); (j) Parent is not and has not been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (k) no written claim has ever been made by an Governmental Entity in a jurisdiction where Parent does not file Tax Returns that Parent may be subject to taxation by that jurisdiction and which claim has not been resolved; (l) Parent is, and has been at all times since formation, treated as a corporation for United States federal income Tax purposes; (m) Parent will not be required to include any material item of income in, or exclude any material 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law), in each case, entered into or created on or prior to the Closing Date; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date, other than amounts reflected on the Purchased Assets financial statements of Parent and amounts accrued in the Ordinary Course since then; (vi) election described in Section 108(i) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law); (n) During the two (2)-year period ending on the date of this Agreement, Parent has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 of the Code; (o) Parent has not had a permanent establishment (within the meaning of an applicable Tax treaty or convention between the United States and such foreign country), or otherwise been subject to taxation in any country other than Liens for Taxes which are the country of its formation; and (p) Parent has not yet due and payabletaken, nor are there or agreed to take, any such Liens which are pending action, or threatenedhas knowledge of any fact or circumstance, that could reasonably be expected to prevent the Merger, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed set forth on Schedule 4.13: 4.15: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by the Company through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws (pursuant to an extension of time or otherwise) have been duly filed and are true, correct and complete in all material respects; . (iib) all material Potential Successor All Taxes due and owing by Sellers for which the Company has liability through the date hereof (whether or not shown on any Tax Return) have been paid in full or are being diligently contested accrued as liabilities for Taxes on the books and records of the Company. The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any accrual to reflect timing differences between book and Tax income) on the books of the Company, shall be adequate based on the tax rates and applicable Laws in good faith effect to satisfy all liabilities for Taxes of the Company in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (c) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by appropriate proceedings; the Company. (iiid) all All Tax deficiencies in Potential Successor Taxes asserted as a result of any examination by a Governmental Entity of any a Tax Return of the Company have been paid in full, or accrued on the books of Sellersthe Company, and no issue has been raised in any such examination that, by application of the same or finally settled; similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined. (ive) Except as set forth on Schedule 4.15(e), to the Knowledge of the Company, no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened. (vf) To the Knowledge of the Company, no claim has ever been made against any Seller the Company by any Governmental Entity in a jurisdiction where such Seller the Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, asserting that such Seller the Company is or may be subject to taxation with respect to Potential Successor Taxes; in such jurisdiction. (vig) Sellers have The Company has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder creditor or Securityholder thereof or other third party; . (viih) there There are no outstanding waivers or agreements by between any Seller Governmental Entity and the Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, notices of proposed reassessment of any property owned or leased by the Company or any other Tax related matter pending between the Company and any Governmental Entity. (viiii) Other than Permitted Liens, there are no Liens for Taxes on with respect to the Purchased Assets other than Liens for Taxes which are not yet due and payableCompany or the assets or properties of the Company, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of the Company, threatened. (j) The Company is not a party to or bound by any Tax allocation or sharing agreement. (k) The Company has not been a member of an “affiliated group” of corporations (within the meaning of Section 1504 of the Code) filing a consolidated federal income tax return. (l) The Company does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. (m) None of the Tax Returns described in Subsection (a) of this Section 4.15 contains any position which is or would be subject to penalties under Section 6662 of the Code (or any similar provision of provincial, state, local or foreign Tax law) and the Treasury Regulations issued thereunder. (n) The Company has not made any payments, is not obligated to make any payments, and is not a party to any contract, plan or arrangement that obligates it to make any payments of (i) any amounts that will be “excess parachute payments” under Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law), (ii) any amount that would trigger any excise tax under Section 4999 of the Code, or (iii) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Law); (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (p) There is currently no limitation on the utilization of the net operating losses, built-in losses, capital losses, Tax credits or other similar items of the Company under Sections 382, 383, 384 or 1502 of the Code and Treasury Regulations promulgated thereunder. (q) The Company is, and has at all times been, in compliance in all material respects with the provisions of Section 6011, 6111 and 6112 of the Code relating to tax shelter disclosure, registration and list maintenance and with the Treasury Regulations thereunder. (r) The Company has not, at any time, engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A), and no IRS Form 8886 has been filed with respect to the Company nor has the Company entered into any tax shelter or listed transaction with the sole or dominant purpose of the avoidance or reduction of a Tax liability with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity. (s) The Company has not, directly or indirectly, transferred property to or acquired property from a Person with whom it was not dealing at arm’s length for consideration other than consideration equal to the fair market value of the property at the time of the disposition or acquisition thereof. (t) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing Date as a result of any (i) change in method of accounting for a Tax period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) any installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all All material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes filed by the Company and which are due to its Subsidiaries have been timely and properly filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed extensions of time to file), and all such Tax Returns are true, correct and complete in all material respects; (ii) . Each of the Company and its Subsidiaries has paid all material Potential Successor Taxes due shown thereon or otherwise due, and owing by Sellers (whether in the case of Taxes not yet due, the Company has provided adequate accruals in the Balance Sheet or, in the case of Taxes accruing after the date of the Balance Sheet, on its books or not shown on accounts. Neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return. (b) There are no Liens, other than Permitted Liens, relating to Taxes existing, threatened or pending with respect to any asset of the Company or any of its Subsidiaries. (c) The Company and each of its Subsidiaries has timely withheld or collected all material Taxes required to be withheld or collected, and all such Taxes have been timely paid in full or are being diligently contested in good faith by over to the appropriate proceedings; taxing authority. (iiid) all deficiencies in Potential Successor No written request for information related to Taxes asserted as a result of has been received from any examination of any Tax Return have been paid in fulltaxing authority since December 31, accrued on 2014, and, to the books of SellersCompany’s Knowledge, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity taxing authority in a jurisdiction where such Seller the Company or any of its Subsidiaries does not file Tax Returns that it was, is or may be, subject to taxation by that jurisdiction. (e) All deficiencies proposed or asserted, and all assessments made in respect of Taxes have been fully paid, and there are no claims or assessments pending or threatened against the Company or any of its Subsidiaries in respect of Taxes. There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to the Company or any of its Subsidiaries for any taxable period ending on or prior to the Closing Date. (f) Neither the Company nor any of its Subsidiaries is or has ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code or similar group defined under any similar provision of state or local Law) filing a consolidated Tax Return for any taxable period, other than the affiliated group the common parent of which is the Company. Neither the Company nor any of its Subsidiaries has any liability or obligation for the Taxes of any other Person (other than the Company or a Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by agreement or otherwise. (g) Neither the Company nor any Subsidiary is, or has ever been, a party to, or a promoter of, a “reportable transaction” or a “listed transaction” within the meaning of Section 6707A of the Code and Treasury Regulations Section 1.6011-4(b). (h) Neither the Company nor any Subsidiary has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed. (i) Neither the Company nor any Subsidiary is a party to any Tax allocation or sharing agreement pursuant to which the Company or the Subsidiary would reasonably be expected to have liability after the Closing Date (other than any customary Tax indemnification provisions in ordinary course commercial agreements or other arrangements that are not primarily related to Taxes). (j) Neither the Company nor any Subsidiary will be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a taxable period prior to the Closing Date but was not recognized for Tax purposes in such prior taxable period (or to exclude from taxable income in a taxable period ending after the Closing Date any deduction the recognition of which was accelerated from such taxable period to a taxable period prior to the Closing Date) as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting, Code Section 481 or Code Section 108(i) or comparable provisions of state, local or foreign Tax Law. None of the Company nor the Subsidiaries has claimed any reserve or deduction under the Tax Act if, as a result of such claim, any amount could be included in its income in a taxable period ending after the Closing Date other than any such reserves or deduction already reflected as a deferred Tax item on the Company’s balance sheet. (k) The Company has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the five-year period ending on the Closing Date. (l) At all times from and after January 1, 1999, the Company has been a validly electing “S Corporation” within the meaning of Code Sections 1361 and 1362 for federal income Tax purposes and for purposes of all state, local, or foreign income or franchise Tax Law of any jurisdiction in which it is or has been subject to Tax. (m) At all times from and after January 1, 1999, Active Industrial Uniform Inc. was a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code for federal income Tax purposes and for purposes of all state and local jurisdictions which recognize such status and in which Active Industrial Uniform Inc. would, absent such an election, be subject to corporate income Tax. (n) Each of Canadian Linen and Uniform Service Co. and Quebec Linge Co. is, and has been at all times since its inception, an entity disregarded as separate from its owner within the meaning of Treasury Regulations Section 301.7701-3 for United States federal income Tax purposes and for purposes of all U.S. state and local jurisdictions in which it would be subject to income taxation were it not an entity disregarded as separate from its owner. Each of Canadian Linen and Uniform Service Co. and Quebec Linge Co. is, and has been since its inception, treated as a corporation resident in Canada for all Canadian Tax purposes. (o) AMP Limited Partnership is, and has been at all times since its inception, taxable as a partnership for U.S. federal, state and local Tax purposes. (p) There are no circumstances existing prior to the date hereof which could result in the application to the Company or any of the Subsidiaries of any of sections 80 to 80.04 of the Tax Act or any analogous provision of any applicable Law of any province or territory of Canada. (q) None of the Company or the Subsidiaries has any unpaid amounts that may be required to be reported Potential Successor Taxesincluded in the Company’s or a Subsidiary’s income, as the case may be, for Canadian federal income Tax purposes in any Tax period ending after the Closing Date under section 78 of the Tax Act or any analogous provision of any applicable Law of any province or territory of Canada. (r) No circumstances exist and no transaction or event or series of transactions or events has occurred prior to Closing which has resulted in a liability for Tax to the Company or a Subsidiary, under section 17 of the Tax Act or any analogous provision of any applicable Law of any province or territory of Canada. (s) None of the shares of the Common Stock of the Company or the shares in the capital of any Subsidiary are “taxable Canadian property” of the holder of such shares for the purposes of the Tax Act. (t) The value of consideration paid or received by the Company and each Subsidiary in respect of each acquisition, sale or transfer of any property or the provision of any services to or from any person with whom the Company or the Subsidiary, as applicable, does not deal at “arm’s length” (as defined for purposes of the Tax Act) has been, in all material respects in each case, equal to the fair market value of such property acquired, sold or transferred or services provided. (u) For all transactions, if any, between any of the Company or a Subsidiary, on the one hand, and where it any Person that is a non-resident of Canada for purposes of the Tax Act with whom the Company or the Subsidiary, as applicable, was not dealing at arm’s length for purposes of the Tax Act, on the other hand, and to which subsection 247(3) of the Tax Act would apply, the Company or Subsidiary, as applicable, has not paid Potential Successor Taxesmade or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act. The Company and the Subsidiaries have provided or made available to the Purchaser any advance Tax rulings or advance pricing agreements entered into by the Company or a Subsidiary with any Governmental Entity. (v) Each of Canadian Linen and Uniform Service Co. and Quebec Linge Co. is duly registered (i) under Part IX of the Excise Tax Act (Canada) for purposes of the goods and services and harmonized sales tax, that such Seller is or may be subject to taxation (ii) with respect to Potential Successor Taxes; Revenue Québec under An Act respecting the Québec Sales Tax for purposes of the Québec sales tax, and (viiii) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to for any employee, independent contractor, creditor, stockholder other applicable provincial or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereofsales Tax purposes; and (viii) there the applicable registration numbers are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due as follow: • Canadian Linen and payable, nor are there any such Liens which are pending or threatened.Uniform Service Co.: • GST/HST# - 100764490 RT0001 • QST# - 1001605450 TQ 0002 • BC PST# - 10026738 • Manitoba RST# - 100767490 MT0002 • Saskatchewan XXX# - 0000000 • Saskatchewan PST# - 1035013 • Quebec Linge Co.: • QST# - 1022230286 TQ0002 • QST# - 1022230286 TQ0003

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: could not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect: (ia) The Partnership Entities have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed, which returns are complete and correct in all material respects, and each of Sellers the Partnership Entities has duly and timely paid all Taxes that are due and payable (whether or not reflected on which any Tax Return). (b) Each of the Partnership Entities has duly and timely withheld and paid over to the appropriate Governmental Authority all Taxes that are required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof withheld. (taking into account applicable extensionsc) in accordance with any applicable Laws have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all All deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return audits or assessments have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted , and no proposals issue has been raised in any such audit or deficiencies assessment that reasonably could be expected to result in a proposed deficiency for any Potential Successor other period not so audited. (d) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Taxes or Tax Returns for any period. There are being assertedno audits, proposed examinations, investigations, actions, suits, claims or threatened, other proceedings pending or threatened in writing; writing with respect to the Partnership Entities. (ve) no No claim has ever been made against any Seller Partnership Entity by any a Governmental Entity Authority in a jurisdiction where such Seller Partnership Entity does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller Partnership Entity is or may be subject to taxation Taxes assessed by such jurisdiction. (f) No private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement by or with any Governmental Authority is binding on or has been requested with respect to Potential Successor Taxes; any Partnership Entity. (vig) Sellers have withheld and paid all material Potential Successor Taxes None of the Partnership Entities has participated in any “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code. (h) On the Closing Date, any transfer Tax or other Tax required to have been be paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension sale of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens Units by the Partnership to the Purchasers will have been fully paid by the Partnership, and all Laws imposing such Taxes will have been complied with. (i) The Partnership is properly classified as an association taxable as a corporation for Taxes which are not yet due U.S. federal (and payableapplicable state and local) income Tax purposes, nor are there any such Liens which are pending or threatenedand has been so classified since September 24, 2018.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.15: (ia) all income Tax Returns and all material non-income Tax Returns of Sellers on which are the Acquired Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any taxing authority in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing required to be paid by Sellers (whether or not shown on with respect to any Tax Return) of the Acquired Companies have been duly and timely paid in full or are being diligently contested in good faith by appropriate proceedings; full; (iiic) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Acquired Companies have been paid in full, accrued on the books of Sellers, the Acquired Companies or finally settled; ; (ivd) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Acquired Companies or any Taxes of any other Person, including Sellers and their Affiliates, for which the Acquired Companies could be held liable are being asserted, proposed or or, to the Knowledge of Sellers, threatened, in writing; and no audit or investigation of any Tax Return of the Acquired Companies or any Tax Return of such other Person relating to Taxes for which the Acquired Companies could be held liable is currently underway, pending or, to the Knowledge of Sellers, threatened; (ve) no claim each Acquired Company has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder, stockholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of the Acquired Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; and ; (viiig) there are no Liens for Taxes on against any asset of the Purchased Acquired Companies or any of the Additional Transferred Assets (other than Liens Permitted Liens); (h) none of the Additional Transferred Assets consists of any interest in a corporation, partnership or other entity for Tax purposes; (i) no jurisdiction in which an Acquired Company conducts business but does not file any Tax Return has asserted a claim that such Acquired Company or a portion of its business is subject to any Taxes which are not yet due imposed by such jurisdiction; (j) at all times since its formation, the Company has been classified as a partnership for U.S. federal income Tax purposes and payableneither the Company, nor are there any such Liens which are pending person acting on behalf of, or threatenedwith respect to, the Company, has made an election under Treasury Regulations Section 301.7701-3 to classify the Company as an association taxable as a corporation for U.S. federal income Tax purposes; and (k) the Company (i) has not made an election under Section 1101(g)(4) of the Bipartisan Budget Act of 2015 or any comparable state or local election and (ii) does not have in effect any election to use an allocation method under Section 704(c) of the Code other than the traditional method.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 2.13: (ia) Since its date of formation, the Company has had an election in place to be treated as a corporation for U.S. federal Tax purposes; (b) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due filed by or with respect to the Group Companies have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed timely filed, and all such Tax Returns are true, complete and correct and complete in all material respects; respects solely in relation to the ultimate tax liability calculated and reflected on such Tax Returns; (iic) all material Potential Successor Taxes due and owing by Sellers any of the Group Companies (whether or not such Taxes are shown or required to be shown on any a Tax Return) have been timely paid in full or full, except to the extent such amounts are being diligently contested in good faith by through appropriate proceedings; , as detailed on Schedule 2.13(c); (iiid) all deficiencies in Potential Successor Taxes asserted as a result of any no examination or audit of any Tax Return relating to any Taxes of the Group Companies or with respect to any Taxes due from or with respect to the Group Companies by any Governmental Entity (including jurisdictions where the Group Companies have not filed Tax Returns) is currently in progress or, to the Knowledge of the Company, threatened in writing. No material assessment of Tax has been paid proposed in fullwriting against any of the Group Companies or any of their assets or properties. There are no outstanding agreements, accrued on waivers or arrangements extending the books statutory period of Sellerslimitation applicable to any claim for, or finally settled; (iv) no claims have been asserted and no proposals the period for the collection or deficiencies assessment of, Taxes due from or with respect to any of the Group Companies for any Potential Successor Taxes are being assertedtaxable period, proposed or threatened, other than pursuant to an extension of time to file obtained in writing; the Ordinary Course; (ve) no claim has ever been made against any Seller in writing by any Governmental Entity authority in a jurisdiction where such Seller does the Group Companies do not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller any of the Group Companies is or may be subject to taxation with respect to Potential Successor Taxes; by that jurisdiction; (vif) Sellers the Group Companies have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers the Group Companies in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder or other third party; ; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viiig) there are no Liens for Taxes on against any asset of the Purchased Assets Group Companies (other than Liens for Taxes which are not yet due and payable); (h) none of the Group Companies will be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a taxable period prior to the Closing Date but was not recognized in a taxable period ending on or before the Closing Date as a result of (i) any change in method of accounting or use of an improper method of accounting on or prior to the Closing Date; (ii) any intercompany transaction among the Group Companies under Section 1502 on or prior to the Closing Date; (iii) any installment sale or open transaction occurring on or prior to the Closing Date where any portion of the future payments has been included as an asset in the calculation of Net Working Capital without the inclusion in liabilities of the associated Tax liability, nor other than with respect to sales from inventory in the Ordinary Course; or (iv) any closing agreement as described in Section 7121 of the Code entered into prior to the Closing; (i) no Group Company is a party to any Tax allocation or sharing agreement under which any Group Company will have any liability after the Closing Date for Taxes of any Person that is not a member of the Group Companies (excluding commercial agreements the primary subject of which is not Taxes); (j) none of the Group Companies (A) is or has ever been a member of an affiliated group of corporations filing a consolidated federal income Tax Return (other than the group to which they are there currently members and the common parent of which is the Company), or (B) has any such Liens liability for the Taxes of any Person (other than the Company or any of the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local, or foreign law), as a transferee or successor, by Contract (excluding commercial agreements the primary subject of which are pending is not Taxes) or threatened.otherwise; (k) within the meaning of Treasury Regulation Section 1.6011-4 or 6707A(c)(1) or comparable provisions of any state or foreign Law, no Group Company is or has been a party to any “reportable transaction” that is or was required to be included in a disclosure statement accompanying a Tax Return, other than a listed transaction described in Treasury Regulation Section 1.6011-4(b)(5) and described on Schedule 2.13(k);

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (a) Since January 1, 1998, either a Seller, an Affiliate of a Seller or the Company (i) has timely filed or caused to be filed on a timely basis with the appropriate taxing authorities all material Tax Returns of Sellers on which are required to be reported Potential Successor filed by or with respect to the Company, or with respect to which the Company could have liability, and (ii) has paid or made adequate provision for the payment of all Taxes and which shown to be due on such Tax Returns. Such Tax Returns are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, correct and complete in all material respects; . (b) There are no Liens for Taxes with respect to the assets of the Company (except for statutory Liens for current taxes not yet delinquent). Except as set forth in Section 3.11(b) of the Disclosure Schedule, Sellers have received no notice that the Tax Returns applicable to the Company are currently being audited or examined by any taxing authority. There is no material unpaid tax deficiency, determination or assessment currently outstanding against the Company or, to the knowledge of the Sellers, any claim for additional Taxes. There are no outstanding agreements or waivers extending the statute of limitations relating to the assessment of Taxes applicable to the Company. (c) Since January 1, 1998, the Company has complied in all material respects with all applicable Laws relating to the collection or withholding of Taxes. (d) Except as set forth in Section 3.11(d) of the Disclosure Schedule, the Company has not incurred any Taxes after the Balance Sheet Date, other than in the ordinary course of business consistent with past practice. (e) The Company (i) is not, and has not made an election to be treated as, a "consenting corporation" under ss. 341(f) of the Code and (ii) all material Potential Successor Taxes due is not, and owing by Sellers has not been, a "personal holding company" within the meaning of ss. 542 of the Code. (whether f) Since January 1, 1998, the Company has not been a member of a combined, consolidated, affiliated or not shown on unitary group for Tax filing purposes. (g) The Company is not, nor has ever been, a party to any Tax Returnsharing indemnity or similar agreement allocating tax liability that will not be terminated on the Closing Date without any future liability to such Company (including for past Taxes). (h) have been paid The Company has not incurred any liability to make or possibly make any payments, either alone or in full conjunction with any other payments, that: (i) are non-deductible under, or would otherwise constitute a "parachute payment" within the meaning of, ss. 280G of the Code (or any corresponding provision of state, local or foreign income Tax Law) or (ii) are being diligently contested in good faith by appropriate proceedings; or may be subject to the imposition of an excise Tax under ss. 4999 of the Code. (iiii) all deficiencies in Potential Successor Taxes asserted The Company has not agreed to, and is not required to, make any adjustments or changes either on, before or (as a result consequence of any examination action taken by the Sellers) after the Closing Date, to its accounting methods pursuant to ss. 481 of the Code (or similar provisions of state, local or foreign Law), and neither the Internal Revenue Service nor any Tax Return have been paid other tax authority has proposed any such adjustments or changes in fullthe accounting methods. (j) Since January 1, accrued on the books of Sellers1998, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has to the knowledge of the Sellers ever been made against any Seller by any Governmental Entity Taxing authority in a jurisdiction where such in which any Seller (or its Affiliates, as appropriate) does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation filed with respect to Potential Successor Taxes; the Business that any such Tax Returns should be filed. (vik) Sellers have withheld and paid all material Potential Successor Taxes The Company is not, nor has ever been, a "United States real property holding corporation" within the meaning of ss. 897(c)(2) of the Code. (l) The Company will not, as a consequence of any action taken by the Sellers, be required to have been paid include in income during a taxable period that ends after the Closing Date any income that economically accrued and was accounted for prior to the Closing Date by Sellers in connection reason of the installment method of accounting, the completed method of accounting, or otherwise, but excluding any and all estimates made with amounts paid or owing respect to any employeejobs accounted for under the percentage of completion method consistently applied, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for and excluding the extension of time for the assessment effect of any material Potential Successor Taxes subsequent accounting method change, unless such accounting method change is required by the Code or deficiency thereof; and the Internal Revenue Service. (viiim) there are no Liens for Taxes on For U.S. federal income tax purposes: Section 3.11(m) of the Purchased Assets other than Liens for Taxes which are not yet due and payableDisclosure Schedule sets forth the name, nor are there any such Liens which are pending or threatenedaddress, U.S. taxpayer identification number of NTSC.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: The Company and the Subsidiary have filed ------------------- with the appropriate governmental agencies all tax returns and reports, including but not limited to reports of income taxes, withholding and employment taxes, sales and use taxes, property, payroll, ad valorem and other taxes, assessments, fees, levies or governmental charges (i) all material Tax Returns of Sellers on which are collectively, "Taxes"), required to be reported Potential Successor filed in connection with or affecting the Company or the Subsidiary or the operation of the Company or the Subsidiary and their business, and has paid the Taxes shown on their returns or otherwise assessed, levied and which due and payable by the Company or the Subsidiary, including related penalties and or interest, to the extent that such Taxes, penalties and/or interest have become due. There is no question to the Knowledge of the Company, the Subsidiary or the Founders relating to any such return or report that, if determined adversely to the Company or the Subsidiary, would result in the assertion of any deficiency for any tax or interest or penalties in connection therewith. Except to the extent specifically set forth in reasonable detail on Schedule 5.10, ------------- neither the Internal Revenue Service nor any other taxing authority or agency is now asserting or, to the Knowledge of the Company, the Subsidiary and the Founders, is threatening to assert, against the Company or the Subsidiary any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith. Neither the Company nor the Subsidiary has been granted any waiver of any statute of limitation with respect to, or been granted any extension of a period for the assessment of, any federal, state, county, municipal or foreign income tax. The liabilities for Taxes reflected in the balance sheet of the Company and the Subsidiary as of December 31, 1998 and June 30, 1999 (and on any balance sheet furnished by the Company, the Subsidiary or the Founders (if any) delivered prior to the Closing, for periods subsequent to June 30, 1999), are due adequate to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, correct and complete in cover all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers payable or accruable (whether or not shown on any Tax Return) including interest and penalties, if any, thereon), except for de minimis exceptions only. True copies of all federal, state, county, local and foreign income tax returns of the Company and the Subsidiary for the year ended December 31, 1998 have been paid in full or are being diligently contested in good faith delivered by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted the Company, the Subsidiary and the Founders to the Buyer. The Company has duly elected to be treated as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies partnership for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in tax purposes. The Subsidiary is treated as a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller "C" corporation for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedtax purposes.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13Section 4.14(a) of the Disclosure Letter: (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are any AltaGen Entity due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes for which any AltaGen Entity may have any liability, which are due and owing by Sellers on, before or through the date hereof (whether or not shown on any Tax Return) ), have been paid in full or are being diligently contested in good faith by appropriate proceedingsfaith; (iii) the amounts accrued as liabilities for Taxes on the books of such AltaGen Entity, and reflected in the Balance Sheet will be adequate based on the tax rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of such AltaGen Entity in any jurisdiction as of the date of the Balance Sheet; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of any AltaGen Entity were or are due to be filed; (v) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of any AltaGen Entity have been paid in full, accrued on the books of Sellersany AltaGen Entity, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivvi) to the Knowledge of the Company no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of any AltaGen Entity are being asserted, proposed or threatened, in writingand no audit or investigation of any return or report of Taxes of any AltaGen Entity is currently underway, pending or threatened; (vvii) no claim has ever been made against any Seller by any Governmental Entity an authority in a jurisdiction where such Seller in which any AltaGen Entity does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (viviii) Sellers have each AltaGen Entity has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viiix) there are no outstanding waivers or agreements by or on behalf of any Seller AltaGen Entity for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any AltaGen Entity or any other matter pending between any AltaGen Entity and any taxing authority; and (viiix) there are no Liens for Taxes, nor, to the Knowledge of the Company are there any Liens for Taxes on the Purchased Assets which are pending or threatened (other than Liens for Taxes which are not yet due and payable); (xi) no AltaGen Entity has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xii) no AltaGen Entity is a party to any Tax allocation or sharing agreement; (xiii) no AltaGen Entity has been a member of an affiliated group filing a consolidated U.S. federal income tax return (other than a group for which the Company is the common parent); (xiv) no AltaGen Entity has any liability for the Taxes of any Person (other than the respective AltaGen Entity) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (xv) no AltaGen Entity has participated in any reportable or listed transaction as defined under Treasury Regulation Section 1.6011-4; (xvi) if any AltaGen Entity has participated in a reportable or listed transaction, it has properly disclosed such transaction in accordance with the Tax regulations; (xvii) each AltaGen Entity has at all times used proper accounting methods and periods in computing its Tax liability; and (xviii) neither the Company nor any AltaGen Entity has distributed stock of another person in a transaction that was purported or intended to be governed by Sections 355 or 361 of the Code. (b) Except as set forth in Section 4.14(b) of the Disclosure Letter, each AltaGen Entity has delivered or made available to Serologicals or its counsel true and complete copies of all open income Tax Returns (together with any agent's reports and any accountants' work papers) relating to its operations for the years for which Tax Returns are there any such Liens which are pending or threateneddue to have been filed. (c) Section 4.14(c) of the Disclosure Letter sets forth the amount of net operation losses as determined in accordance with the Code and accumulated by the AltaGen Entities and unused through December 31, 2003.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) Each Business Seller has duly filed in a timely manner all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due filed by such Business Seller on or prior to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, Closing Date. All such Tax Returns were correct and complete in all material respects; (ii) all material Potential Successor . All Taxes due and owing by Sellers (whether or not such Business Seller as shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been timely paid in fullto the appropriate Governmental Entity. No Business Seller is currently the beneficiary of any extension of time within which to file any Tax Return. (b) Each Business Seller has timely withheld and, accrued on if due, has remitted with respect to its employees, creditors, independent contractors or other third Persons all federal, state, provincial and foreign Taxes, FICA, FUTA, and other Taxes required to be withheld and/or, if due, remitted. (c) There is no Tax deficiency or adjustment outstanding, proposed, assessed, or, to the books knowledge of the Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, by any Governmental Entity against any Business Seller, nor has any Business Seller been notified in writing; writing of any such deficiency or adjustment. No Business Seller has executed or requested any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (vd) There are no rulings, subpoenas or requests for information pending with respect to any Business Seller with any Governmental Entity. No Business Seller has waived any statute of limitations in respect of Taxes of such Seller or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) No Business Seller has any Liability for the Taxes of any person under Treas. Reg. Section 1.1502‑6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (f) No Business Seller is a party to any income Tax allocation or sharing agreement. No Business Seller is or has been a member of an Affiliated Group filing a consolidated federal income Tax Return. (g) There are no Liens for Taxes (other than Permitted Liens for Taxes not yet due and payable) upon any of the Assets. (h) No written claim has ever been made against any Seller during the last three (3) years by any a Governmental Entity in a jurisdiction where such any Business Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such any Business Seller is or may be subject to taxation with respect to Potential Successor Taxes; by that jurisdiction. (vii) Sellers have withheld and paid all material Potential Successor Taxes required to have None of the Assets directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the Code. (j) No Business Seller is or has ever been paid by Sellers in connection with amounts paid or owing a party to any employee, independent contractor, creditor, stockholder “listed transaction” or other third party; “reportable transaction” as defined in Section 6707A(c)(1) of the Code and Treasury Regulation Section 1.6011-4. (viik) there are no outstanding waivers or agreements by any The Buyer has been provided with a copy of all Tax Returns of each Business Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedlast three tax years.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through with respect to the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Purchased Assets or the Business have been been, or will be, duly filed and timely filed, such Tax Returns are true, correct and complete in all material respects; , and copies of such Tax Returns have been delivered to Purchaser (iior its representatives) all material Potential Successor prior to the Agreement Date. Except as set forth on Schedule 4.13(a), no Seller is currently the beneficiary of any extension of time within which to file any Tax Return required to be filed by Sellers with respect to the Purchased Assets or the Business. (b) All Taxes due and owing by Sellers with respect to the Purchased Assets or the Business (whether or not shown on any Tax Return) have been been, or will be, timely paid in full full. (c) No written notice from any Governmental Body of proposed adjustment, deficiency or are underpayment of Taxes with respect to Sellers, the Purchased Assets or the Business has been received by any Seller that has not since been satisfied by payment or been withdrawn, and no written notification has been provided by any Governmental Body of an intent to raise such issues. No Seller has waived any statute of limitations or agreed to any extension of time during which a Tax assessment or deficiency assessment may be made with respect to the Purchased Assets or the Business. (d) Except as set forth on Schedule 4.13(d), no Tax Proceeding has been or is being diligently contested asserted in good faith by appropriate proceedings; (iii) all writing against any Seller with respect to the Purchased Assets or the Business, nor has any Seller received written notice that a Tax Proceeding or other claim with respect to Taxes relating to Sellers, the Purchased Assets or the Business been threatened or asserted or is otherwise pending. All deficiencies in Potential Successor for Taxes asserted as or assessed against any Seller in writing with respect to Sellers, the Purchased Assets or the Business have been fully and timely paid or settled. (e) There are no Encumbrances for Taxes on the Purchased Assets or the Business, other than Permitted Encumbrances. There are no material unpaid Taxes due and owing by Sellers, any Subsidiary of Sellers or by any other Person (including, without limitation, any corporation with which Sellers file or have filed a result consolidated combined, or unitary return) that are or could reasonably be expected to become an Encumbrance on the Purchased Assets or otherwise adversely affect the operation of any examination of any Tax Return the Business. (f) Sellers have collected or withheld all amounts required to be collected or withheld by Sellers for all material Taxes or assessments, and all such amounts have been paid to the appropriate Governmental Body or set aside in full, accrued on appropriate accounts for future payment when due. (g) No Governmental Body has in the books of last five (5) years made a claim that Sellers, the Purchased Assets, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes the Business are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation by a jurisdiction in which Tax Returns are not filed by, or with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employeeto, independent contractorSellers, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due or the Business, as applicable. (h) No Seller is a “foreign person” as that term is used in Treasury Regulations Section 1.445-2. (i) No Seller is, or has been, a party to a “reportable transaction” within the meaning of Section 6707A(c)(1) of the code and payable, nor are there any such Liens which are pending or threatenedTreasury Regulations Section 1.6011-4(b).

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by any Acquired Company through the date hereof have been prepared in accordance with all applicable Laws, have been timely filed (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed valid extensions of time), and are true, correct and complete in all material respects; . (iib) all material Potential Successor Taxes due All Taxes, deposits and owing by Sellers other payments for which any Acquired Company has liability (whether or not shown on any Tax Return) have been paid in full or are being diligently contested accrued as liabilities for Taxes on the books of the Acquired Companies. (c) The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable, but excluding any accrual to reflect timing differences between book and Tax income) on the books of the Acquired Companies, shall be adequate based on the tax rates and applicable Laws in good faith effect to satisfy all liabilities for Taxes of the Acquired Companies in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (d) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by appropriate proceedings; any Acquired Company. (iiie) all All Tax deficiencies in Potential Successor Taxes asserted as a result of any examination by a Governmental Entity of a Tax Return of any Tax Return Acquired Company have been paid in full, accrued on the books of Sellers, such Acquired Company or finally settled; . (ivf) no No claims have been asserted asserted, and no proposals or deficiencies for any Potential Successor Taxes of any of the Acquired Companies are being asserted, proposed or, to the Knowledge of the Shareholders, threatened, and no audit or investigation of any Tax Return of any of the Acquired Companies is currently underway, pending or threatened, . (g) Schedule 4.15(g) lists all jurisdictions in writing; (v) no which each Acquired Company files Tax Returns. No claim has ever been made against any Seller Acquired Company by any Governmental Entity in a jurisdiction where such Seller Acquired Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller Acquired Company is or may be subject to taxation with respect to Potential Successor Taxes; in such jurisdiction. (vih) Sellers have Each of the Acquired Companies has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers it in connection with amounts paid or owing to any employee, member, manager, director, independent contractor, creditor, stockholder creditor or shareholder thereof or other third party; . (viii) there There are no outstanding waivers or agreements by between any Seller Governmental Entity and any Acquired Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any Acquired Company or any other matter pending between any Acquired Company and any Governmental Entity. (viiij) there There are no Liens for Taxes on with respect to any Acquired Company or the Purchased Assets other than Liens for Taxes which are not yet due and payableassets or properties of any Acquired Company, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of the Shareholders, threatened. (k) None of the Acquired Companies is a party to or bound by any Tax allocation or sharing agreement. (l) None of the Acquired Companies has been a member of an “affiliated group” of corporations (within the meaning of Section 1504 of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was one of the Acquired Companies). (m) None of the Acquired Companies has any liability for the Taxes of any Person (other than for itself or another Acquired Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. (n) No Acquired Company has at any time, engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A), and no IRS Form 8886 has been filed with respect to any Acquired Company nor has any Acquired Company entered into any tax shelter or listed transaction with the sole or dominant purpose of the avoidance or reduction of a Tax liability with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity. (o) No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing Date as a result of any (i) change in method of accounting, or use of an improper method of accounting, for a Tax period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received on or prior to the Closing Date; (v) indebtedness discharged with respect to which an election has been made under Section 108(i) of the Code; or (vi) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law). (p) No Acquired Company is or has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (q) No Acquired Company has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 and 361 of the Code. (r) Each Acquired Company is currently, and since its date of incorporation has been, a valid “S” corporation within the meaning of Section 1361(a)(1) of the Code (or a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code) for all federal and state income Tax purposes (to the extent that any such state recognizes “S” corporations and “qualified subchapter S subsidiaries” under their applicable Tax law), and no Governmental Entity has challenged, or is challenging, the “S” election of an Acquired Company. (s) Neither Acquired Company shall be liable for any Tax under Section 1374 of the Code in connection with the deemed sale of the Acquired Companies’ assets caused by the Section 338(h)(10) Election.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.15(a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes the Company and which are each of its Subsidiaries due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly timely filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers the Company and each of its Subsidiaries (whether or not shown on any Tax Return) ), have been paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any of its Subsidiaries were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company or any of its Subsidiaries have been paid in full, accrued on the books of Sellersthe Company or its Subsidiaries, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company or any of its Subsidiaries are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writingand no audit or investigation of any return or report of Taxes of the Company or any of its Subsidiaries is currently underway, pending or, to the Knowledge of the Company, threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity a taxing authority in a jurisdiction where such Seller in which the Company or any of its Subsidiaries does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers the Company and each of its Subsidiaries have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, member, partner, stockholder or other third party; (viiviii) there are no outstanding waivers or agreements by or on behalf of the Company or any Seller of its Subsidiaries for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any of its Subsidiaries or any other matter pending between the Company or any of its Subsidiaries and any taxing authority; and (viiiix) there are no Liens for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of the Company, threatened; (x) none of the Goldsboro Parties is a "foreign person" within the meaning of Section 1445 of the Code; (xi) neither the Company nor any of its Subsidiaries is a party to any Tax allocation or threatenedsharing agreement under which the Company or any of its Subsidiaries will have any liability after the Closing; (xii) neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which the Company is the parent); (xiii) neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulation section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise; (xiv) neither the Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code; (xv) the Company is a partnership for federal income Tax purposes and has not made an election under Treasury Regulation Section 301.7701-3 to be taxed as a corporation; (xvi) no Subsidiary has made an election under Treasury Regulation Section 301.7701-3 relating to its classification for federal income tax purposes; and (xvii) the Company and its Subsidiaries have at all times used proper accounting methods and periods in computing their Tax liability. (b) Except as set forth on Schedule 4.15(b), the Goldsboro Parties have delivered to the Purchaser correct and complete copies of all federal, state, local and foreign income Tax Returns (together with any agent's reports and any accountants' work papers) relating to the operations of the Company and each of its Subsidiaries for taxable years ended on or after December 31, 2005. (c) The unpaid Taxes of the Company and its Subsidiaries did not, as of the date of the applicable Financial Statements, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the applicable balance sheet included in the Financial Statements (rather than any notes thereto). Since January 3, 2010, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course. (d) None of the Company's Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.14(a), (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due filed by or with respect to have been any of the Company or its Subsidiaries (including any Tax Return required to be filed through by an affiliated, consolidated, combined, unitary or similar group that included the date hereof (taking into account applicable extensionsCompany or any of its Subsidiaries) in accordance with any applicable Laws have been duly filed with the appropriate Governmental Entity; (ii) all material items of income, gain, loss, deduction and credit (collectively, “Tax Items”) required to be included in each such Tax Return have been so included, and all such Tax Items provided in each such Tax Return are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; ; (iii) all deficiencies in Potential Successor material Taxes asserted as a result owed by any of any examination of any Tax Return the Company or its Subsidiaries that are or have become due have been paid in full, accrued on or, if unpaid, are reflected in the books of Sellers, or finally settled; Financial Statements; (iv) no claims have been asserted and no proposals material penalty, interest or deficiencies for other charge is or will become due with respect to the late filing of any Potential Successor Taxes are being asserted, proposed such Tax Return or threatened, in writing; late payment of any such Tax; (v) all Tax withholding and deposit requirements imposed on or with respect to any of the Company or its Subsidiaries, including unemployment compensation and workers’ compensation Taxes, have been satisfied in full in all material respects; (vi) there are no Liens (other than Permitted Exceptions) on any of the assets or properties of the Company or its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax; (vii) there is no Claim pending by any Governmental Entity and no Claim by any Governmental Entity has been received by the Company in connection with any Tax owed by or with respect to the Company or its Subsidiaries; (viii) none of the Tax Returns required to be filed by any of the Company or its Subsidiaries (including any Tax Returns required to be filed by an affiliated, consolidated, combined, unitary or similar group that included the Company or any of its Subsidiaries) is now under audit or examination by any Governmental Entity, and none of the Company, its Subsidiaries or the Closing Date Principal Shareholders has received a notice in writing of an intent to open an audit or examination of the Tax obligations of any of the Company or its Subsidiaries by any Governmental Entity; (ix) neither the Company nor any of its Subsidiaries has granted any requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes with respect to any Tax Returns of the Company or any of its Subsidiaries; (x) neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under, any Tax sharing, allocation or indemnity agreement or any similar agreement or arrangement, other than an obligation in any customary agreements with Customers, vendors, lessors or the like entered into in the ordinary course of business and indemnity obligations in credit agreements; (xi) the Company is a foreign corporation, within the meaning of Sections 7701(a)(3) and (5) of the Code and is not a Tax resident of any country, other than the Cayman Islands, for purposes of any such country’s Applicable Laws; (xii) neither the Company nor any of its Subsidiaries (other than Frontier Driller, Inc. and Frontier Drilling (USA), Inc.) holds any United States real property interests, within the meaning of section 897(c) of the Code; (xiii) with respect to each of the Company and its Subsidiaries, no claim has ever been made against any Seller in writing by any a Governmental Entity in a jurisdiction where such Seller in which the Company or any of its Subsidiaries does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller member is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers file a Tax Return in connection with amounts paid that jurisdiction; (xiv) none of the Company or owing its Subsidiaries has consummated, participated in, or is currently participating in any transaction that was or is a “listed transaction” or “reportable transaction” as defined in sections 6662A, 6011, 6111 or 6707A of the Code or the Treasury Regulations promulgated thereunder; and (xv) Schedule 4.14(a)(xv) accurately sets forth (A) the name, jurisdiction and form of organization of each entity set forth on Schedule 4.14(a)(xv) (each a “Subject Entity”), (B) the ownership of each Subject Entity immediately prior to any employeethe Closing (following the Recapitalization), independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viiiC) there are no Liens for Taxes on where indicated, certain information as to tax basis in the Purchased Assets assets of a Subject Entity or assets owned by a Subject Entity. No Subject Entity has made an entity classification election pursuant to Section 301.7701-3 of the United States Treasury Regulations. (b) Certain Definitions: “Tax” or “Taxes” means any taxes, assessments, fees, levies, duties, unclaimed property and escheat obligations, and other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened.governmental charges

Tax Returns; Taxes. Except as otherwise disclosed set forth on Schedule 4.13: 3.12: (a) Either a ChoicePoint Entity or an Oxxxxx Entity (i) has timely filed or caused to be filed on a timely basis with the appropriate taxing authorities all material Tax Returns of Sellers on which are (as hereinafter defined) required to be reported Potential Successor filed by or with respect to each Oxxxxx Entity for all years and periods for which such Tax Returns have become due, and (ii) has paid all Taxes (as hereinafter defined) with respect to each such Oxxxxx Entity (whether or not shown to be due on such Tax Returns), or where payment is not yet due, has established consistent with past practice, an adequate reserve on the books and which are due records of such Oxxxxx Entity for the payment of all such Taxes with respect to have been filed through any taxable period (or portion thereof) ending on or prior to the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and hereof. Such Tax Returns are true, correct and complete in all material respects. (b) There are no Liens for Taxes with respect to the assets of the Oxxxxx Entities (except for statutory liens for current Taxes not yet due); and (ii) neither the Oxxxxx Entities nor any ChoicePoint Entity on behalf of any Oxxxxx Entity has filed a consent pursuant to Section 341(f) of the Code. (c) The period of assessment under applicable Law, after giving effect to extensions or waivers, with respect to the Tax Returns of each Oxxxxx Entity and any affiliated, consolidated, combined or unitary group of which any Oxxxxx Entity is or was a member during a taxable period ended after December 31, 1994 (a "Tax Group") has expired for all material Potential Successor of the taxable years of such Oxxxxx Entity or such Tax Group, as the case may be. Schedule 3.12 indicates those Tax Returns of each Oxxxxx Entity and any such Tax Group that, since 1994, either have been audited or are currently the subject of an audit. There is no dispute or claim (including any anticipated claim) concerning any Taxes due and owing by Sellers (whether of any Oxxxxx Entity or not shown on any Tax ReturnGroup either (i) claimed or raised by any authority in writing or (ii) as to which ChoicePoint or any of its Affiliates has knowledge after due inquiry. (d) For all periods from November 4, 1994, up to and including the date hereof, each Oxxxxx Entity has been an includible member of the "affiliated group" (within the meaning of Section 1504 of the Code) of which the Parent is currently the parent; for such periods each Oxxxxx Entity was entitled to report its income on consolidated federal income tax returns filed on behalf of such affiliated group and, for such periods, all federal income tax returns required to be filed by each Oxxxxx Entity have been paid (or will be) duly and timely filed on behalf of such Oxxxxx Entity on a consolidated basis. All other Tax Returns of each Oxxxxx Entity have been filed on a separate company, non-combined, non-consolidated and non-unitary basis. (e) No ChoicePoint Entity, Oxxxxx Entity or any of their Affiliates has (i) received or is the subject of an application for a tax ruling or entered into a legally binding agreement (such as a closing agreement) with a taxing authority, which ruling or agreement could have an effect on the Taxes of any Oxxxxx Entity after the date hereof, or (ii) filed any election, or caused any deemed election, under Section 338 of the Code. (f) No extensions of time have been granted to any Oxxxxx Entity or any Tax Group of which ChoicePoint is the common parent to file any Tax Return required by applicable Law to be filed by it prior to or on the date hereof, which have expired, or will expire, on or before the date hereof without such Tax Return having been filed, (ii) no deficiency or adjustment for any Taxes of any Oxxxxx Entity or any Tax Group of which ChoicePoint is the common parent has been proposed, asserted or assessed in full writing, and no federal, state, local, provincial or foreign audits or other administrative proceedings or court proceedings are being diligently contested in good faith by appropriate proceedings; pending with regard to any such Taxes of any Oxxxxx Entity, (iii) all deficiencies no waiver or consent extending any statute of limitations for the assessment or collection of any Taxes has been executed by any Oxxxxx Entity, nor have any requests for such waivers or consents been proposed in Potential Successor Taxes asserted writing and (iv) none of the Oxxxxx Entities owns or leases any interest in real property in any jurisdiction in which a Tax will be payable with respect to such interest in real property as a result of any examination the transactions contemplated hereby. (g) None of the Oxxxxx Entities nor any Tax Return have been paid in full, accrued on Group of which ChoicePoint is the books of Sellers, common parent is or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against a party to any Seller tax-sharing or allocation agreements, arrangements or understandings, whether written or oral. (h) None of the Oxxxxx Entities is a party to any agreement, contract or arrangement that would result, by reason of the consummation of any of the transactions contemplated herein, separately or in the aggregate, in the payment by any Governmental Oxxxxx Entity in a jurisdiction where such Seller does not file Tax Returns on which are of any "excess parachute payments" within the meaning of Section 280G of the Code (i) Each Oxxxxx Entity has complied with all applicable Laws relating to the withholding of Taxes (including withholding of Taxes pursuant to Sections 1441 and 1442 of the Code) and has, within the time and within the manner prescribed by Law, withheld and paid over to the proper taxing authorities all amounts required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid over under all material Potential Successor Taxes required to have been paid by Sellers applicable Laws in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; . (viij) there are None of the Oxxxxx Entities is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method (nor has any taxing authority proposed in writing any such adjustment or change of accounting method). (k) No power of attorney has been granted by or with respect to any Oxxxxx Entity with respect to any matter relating to Taxes. (l) ChoicePoint does not have an excess loss account within the meaning of Treasury Regulation Section 1.1502-19 with respect to the stock of any Oxxxxx Entity. (m) Since August 8, 1997 (and, to the knowledge of ChoicePoint, from November 4, 1994 to August 8, 1997), no outstanding waivers or agreements written notice has been received, nor to the knowledge of ChoicePoint has any oral notice been received, by any Seller for Oxxxxx Entity from any Governmental Authority in a jurisdiction where any Oxxxxx Entity does not file Tax Returns stating that any such Oxxxxx Entity is required to file Tax Returns with that jurisdiction. (n) ChoicePoint has previously delivered or made available to LabOne complete and accurate copies of each of: (i) all audit reports, letter rulings and technical advice memoranda relating to federal, state, local and foreign Taxes due from or with respect to each Oxxxxx Entity and each Tax Group of which ChoicePoint is the extension common parent (but only to the extent they relate to an Oxxxxx Entity) since November 4, 1994, (ii) the federal, state, local and foreign Tax Returns filed by each Oxxxxx Entity since November 4, 1994 and (iii) any closing agreements entered into by each Oxxxxx Entity with any taxing authority since November 4, 1994. (o) None of time for the assessment assets of any material Potential Successor Taxes Oxxxxx Entity or deficiency any Tax Group is required to be treated as being owned by any other Person pursuant to the "safe harbor" leasing provision of Section 168(f)(8) of the Internal Revenue Code of 1954, as in effect prior to the repeal thereof; and . (viiip) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened.For purposes of this Agreement:

Tax Returns; Taxes. Except as otherwise disclosed set forth on Schedule 4.13: 4.15: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by the Company through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws (pursuant to an extension of time or otherwise) have been duly filed and are true, correct and complete in all material respects; . (iib) all material Potential Successor All Taxes due and owing by Sellers for which the Company has liability through the date hereof (whether or not shown on any Tax Return) have been paid in full or are being diligently contested accrued as liabilities for Taxes on the books and records of the Company. (c) There are not now any extensions of time in good faith effect with respect to the dates on which any Tax Returns were or are due to be filed by appropriate proceedings; the Company. (iiid) all All Tax deficiencies in Potential Successor Taxes asserted as a result of any examination by a Governmental Entity of any a Tax Return of the Company have been paid in full, accrued on the books of Sellers, the Company or finally settled; , and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined. (ive) no No claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened. (vf) no No written claim has ever been made against any Seller the Company by any Governmental Entity in a jurisdiction where such Seller the Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller the Company is or may be subject to taxation with respect to Potential Successor Taxes; in such jurisdiction. (vig) Sellers have The Company has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder creditor or shareholder thereof or other third party; . (viih) there There are no outstanding waivers or agreements by between any Seller Governmental Entity and the Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, notices of proposed reassessment of any property owned or leased by the Company or any other Tax related matter pending between the Company and any Governmental Entity. (viiii) Other than Permitted Liens, there are no Liens for Taxes on with respect to the Purchased Assets other than Liens for Taxes which are not yet due and payableCompany or the assets or properties of the Company, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of the Company, threatened. (j) The Company is not a party to or bound by any Tax allocation or sharing agreement. (k) The Company has not been a member of an “affiliated group” of corporations (within the meaning of Code Section 1504 of the Code) filing a consolidated federal income tax return (other than a group the common parent of which was the Company). (l) The Company does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise. (m) None of the Tax Returns described in Subsection (a) of this Section 4.15 contains any position which is or would be subject to penalties under Section 6662 of the Code (or any similar provision of provincial, state, local or foreign Tax law) and the Treasury Regulations issued thereunder. (n) The Company has not made any payments, is not obligated to make any payments, and is not a party to any contract, plan or arrangement that obligates it to make any payments of (1) any amounts that will be “excess parachute payments” under Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law), (2) any amount that would trigger any excise tax under Section 4999 of the Code, and (3) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax law); (o) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (p) There is currently no limitation on the utilization of the net operating losses, built-in losses, capital losses, Tax credits or other similar items of the Company under Sections 382, 383, 384 or 1502 of the Code and Treasury Regulations promulgated thereunder. (q) The Company is currently, and has been since January 1, 2004 a valid “S corporation” within the meaning of Section 1361(a) of the Code (and will be up to the Closing Date), and no Governmental Entity has challenged, or is challenging, the S election of the Company. (r) The Company is, and has at all times been, in compliance with the provisions of Section 6011, 6111 and 6112 of the Code relating to tax shelter disclosure, registration and list maintenance and with the Treasury Regulations thereunder. (s) The Company has not at any time, engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A), and no IRS Form 8886 has been filed with respect to the Company nor has the Company entered into any tax shelter or listed transaction with the sole or dominant purpose of the avoidance or reduction of a Tax liability with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity. (t) The Company has not, directly or indirectly, transferred property to or acquired property from a Person with whom it was not dealing at arm’s length for consideration other than consideration equal to the fair market value of the property at the time of the disposition or acquisition thereof. (u) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing Date as a result of any (i) change in method of accounting for a Tax period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) any installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 4.12(a): (i) all material Tax Returns of Sellers on which are required Seller due to be reported Potential Successor Taxes and which are due to filed have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law, have been duly filed and timely filed, and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers Seller (whether or not shown on any Tax Return) have been timely paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of Seller were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of Seller have been paid in full, accrued on the books of Sellersthe applicable Seller, or finally settled, and no issue has been raised with Seller in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no audits, examinations, investigations, disputes or claims have been asserted are currently underway, pending, or, to the Seller’s Knowledge, threatened, for any Taxes of Seller, and no proposals or deficiencies for any Potential Successor Taxes of Seller are being asserted, proposed or or, to the Seller’s Knowledge, threatened, in writingand to the Seller’s Knowledge, no circumstances exist to form the basis for asserting or raising such a claim or issue; (vvi) no claim has ever been made against any to Seller by any Governmental Entity a taxing authority in a jurisdiction where such in which Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers have the Seller has timely withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder creditor or other third party; (viiviii) there are no outstanding waivers or agreements by any or on behalf of Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Seller or any other matter pending between Seller and any taxing authority; and (viiiix) there are no Liens for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable) on any of the assets of Seller, nor are there any such Liens pending or, to the Seller’s Knowledge, threatened; (x) Seller is not a party to any Tax allocation, sharing or indemnification agreement under which are pending Seller will have any Liability after the Closing; (xi) Seller has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return; (xii) Seller has no Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or threatenedany similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Seller has at all times used proper accounting methods and periods in computing its Tax Liability.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: The Company has filed with the appropriate ------------------ governmental agencies all tax returns and reports, including but not limited to reports of corporate tax, income taxes, withholding taxes, consumption taxes, property and other taxes, assessments, fees, levies or governmental charges (i) all material Tax Returns of Sellers on which are collectively, "Taxes"), required to be reported Potential Successor filed in connection with or affecting the Company, its operations and its business, and has paid the Taxes shown on its returns or otherwise assessed, levied and which due and payable by the Company, including related penalties and/or interest, if any, to the extent that such Taxes, penalties and/or interest have become due. There is no question known to the Company or the Seller relating to any such return or report that, if determined adversely to the Company, would result in the assertion of any deficiency for any tax or interest, improper filing or penalties. There is no liability known to the Company or the Seller for any Taxes due or owing from any predecessor company to or any company merged with the Company. Except as set forth in SCHEDULE 4.10, neither the National Tax Administration Agency of Japan nor any other taxing authority or agency is now asserting or, to the best of the Company's and the Seller's knowledge, after due inquiry, is threatening to assert, against the Company any deficiency or claim for additional Taxes or interest thereon or improper filing penalties. The Company has not been granted any waiver of any statute of limitation with respect to, or been granted any extension of a period for the assessment of, any Japanese or foreign tax. The liabilities for Taxes reflected in the balance sheet of the Company as of August 31, 1998 (and on any balance sheet of the Company furnished by the Company or the Seller delivered prior to the Closing, for periods subsequent to August 31, 1998, including, without limitation, the Closing Balance Sheet), are due adequate to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, correct and complete in cover all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers payable or accruable (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in fullincluding interest and penalties, accrued on the books of Sellersif any, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies thereon), except for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedde minimis exceptions only.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through by or with respect to the date hereof (taking into account applicable extensions) in accordance with any Company and its Subsidiaries under applicable Laws have been duly filed timely filed, and are true, each such Tax Return was correct and complete in all material respects; (ii) respects and was prepared in substantial compliance with all material Potential Successor applicable Laws. All Taxes due and owing by Sellers or with respect to the Company or any of its Subsidiaries (whether or not shown as due on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result paid. Neither the Company nor any of its Subsidiaries is currently the beneficiary of any examination extension of time within which to file any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no Return. No claim has ever been made against any Seller or threatened by any a Governmental Entity in a jurisdiction where such Seller the Company or any of its Subsidiaries does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation by that jurisdiction. (b) No director or officer (or employee responsible for Tax matters) of the Company or any of its Subsidiaries expects any Governmental Entity to assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Potential Successor the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received from any Governmental Entity, including in jurisdictions where the Company and its Subsidiaries have not filed Tax Returns, any (i) written or, to the Knowledge of the Company, oral notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Entity against the Company or any of its Subsidiaries. Schedule 3.14(b) lists all federal, state, local and foreign income and sales and use Tax Returns filed with respect to the Company and its Subsidiaries for taxable periods ended on or after December 31, 2005, indicates which of such Tax Returns have been audited, and indicates which of such Tax Returns currently are the subject of audit. The Company has delivered or otherwise made available to the Purchaser true and complete copies of all federal income Tax Returns of the Company and its Subsidiaries, examination reports that may affect the Tax liability of the Company or any of its Subsidiaries, and statements of deficiencies assessed against or agreed to by the Company or any of its Subsidiaries for taxable periods beginning on or after January 1, 2005. (c) There are no Liens for Taxes; , other than Taxes not yet due and payable, upon any of the assets of any of the Company or any of its Subsidiaries. (vid) Sellers The Company and its Subsidiaries have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder stockholder, or other third party; . (viie) there are no outstanding waivers Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreements by agreed to any Seller for the extension of time with respect to a Tax assessment or deficiency. (f) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any Tax allocation or sharing agreement. Neither the Company nor any of its Subsidiaries has ever been a member of an Affiliated Group filing a consolidated federal income Tax Return nor does the Company or any of its Subsidiaries have any liability for the assessment Taxes of any material Potential Successor Person under Treasury Regulations section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract, or otherwise. (g) The Company and its Subsidiaries have not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (h) The unpaid Taxes or deficiency thereof; of the Company and its Subsidiaries (i) did not, as of the date of most recent Financial Statements, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of such Financial Statements (rather than in any notes thereto) and (viiiii) there are no Liens do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing its Tax Returns. Since the date of the most recent Financial Statements, neither the Company nor any of its Subsidiaries has incurred any material liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past practice. (i) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Purchased Assets other than Liens for Taxes which are not yet due Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date that will be in effect after the Closing Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (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 is, and payablehas never been, nor are there any such Liens which are pending or threateneda party to a “reportable transaction”, as defined in Section 6707A(c)(1) of the Code and Treas. Reg. §1.6011-4(b).

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 3.14(a): (i) the Company and each Subsidiary has timely filed all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof by it; (taking into account applicable extensionsii) in accordance with any applicable Laws have been duly filed and all such Tax Returns are true, correct and complete in all material respects; (iiiii) all (A) Taxes of the Company or any Subsidiary that are shown as due on such Tax Returns and (B) material Potential Successor Taxes of the Company or any Subsidiary (1) otherwise due and owing payable or (2) claimed or asserted by Sellers (whether or not shown on any Tax Return) taxing authority to be due, have been paid in full or are paid, except for those Taxes being diligently contested in good faith by appropriate proceedings; and for which adequate reserves have been made in accordance with GAAP, and the Company and each Subsidiary has fully accrued (iiiin accordance with GAAP) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellers, or finally settlednot yet due and payable; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for any Taxes on upon the Purchased Assets assets of the Company or any Subsidiary (other than Liens for ad valorem property Taxes which are not yet due and payable); (v) neither the Company nor any Subsidiary is currently under examination or audit, or is the subject of a pending or, to the Company’s Knowledge, threatened examination or audit, by the IRS or any other taxing authority and there are no current, proposed or, to the Company’s Knowledge, threatened Tax claims, deficiencies or assessments against the Company or any Subsidiary; (vi) neither the Company nor are any Subsidiary has agreed to or is required to make any adjustment under Section 481 of the Code that would affect such entity with respect to any taxable period (or portion thereof) beginning after the Closing, (vii) none of the assets is (A) property which any Seller, Buyer, any Subsidiary or any of their respective Affiliates is or will be required to treat as owned by another person pursuant to the provisions of Section 168(f) of the Internal Revenue Code of 1954 (as in effect immediately prior to the Tax Reform Act of 1986), (B) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (C) property used predominately outside the United States within the meaning of Proposed Treasury Regulation Section 1.168-2(g)(5), or (D) “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code; (viii) neither the Company nor any Subsidiary 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 or the collection of any Taxes; (ix) the Company and each Subsidiary has withheld and paid over to the relevant taxing authority all material Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, shareholders or other third parties; (x) neither the Company nor any Subsidiary is a party to or bound by any tax allocation, indemnification, sharing or similar agreement or any other agreement under which such entity is actually or potentially liable for any Taxes of any other Person; (xi) no closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Tax law), private letter ruling, technical advice memorandum or similar agreement or ruling has been entered into by or with respect to the Company or any Subsidiary, or has been issued to or in respect of the Company or any Subsidiary; (xii) the Company is a partnership for federal income tax purposes and all applicable state and local income tax purposes, is not taxable as a corporation pursuant to Section 7704 or any other provision of the Code (or any similar provision of U.S. state or local law) and has not made an election under Section 7701 of the Code or the Treasury Regulations promulgated thereunder (or any similar provision of U.S. state or local law) to be taxed as a corporation; (xiii) at all times from its inception through the Closing Date, SEP has been properly treated as a disregarded entity for U.S. federal income tax and all applicable state and local income tax purposes; (xiv) none of the Sellers is a “foreign person” for purposes of Section 1445 of the Code; (xv) neither the Company nor any Subsidiary has entered into, or otherwise participated (directly or indirectly) in, any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or received a written opinion from a tax advisor that was intended to provide protection against a tax penalty; (xvi) there is no outstanding power of attorney with respect to any such Liens which are pending Tax matter of the Company or threatenedany of its Subsidiaries and (xvii) neither the Company nor any Subsidiary has any actual or potential liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise. (b) The Company has made available to Buyer true, correct and complete copies of all federal, state, local and foreign income Tax Returns filed by the Company and its Subsidiaries for taxable years ended after 2003 and for any taxable years ended prior to 2003 that have not closed.

Tax Returns; Taxes. Except as otherwise disclosed (a) Parent has duly filed or caused to be filed on Schedule 4.13: a timely basis (igiving effect to properly obtained extensions of time) with the appropriate authorities all material Tax Returns of Sellers on which are (as defined below) required to be reported Potential Successor Taxes filed by it and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and all such Tax Returns are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been has paid in full or are being diligently contested in good faith by appropriate proceedings; on a timely basis all Taxes (iiias defined below) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be paid; and has fully accrued on its books or has established adequate reserves on its latest balance sheet (a true and correct copy of which has been provided to the Company), prepared in accordance with generally accepted accounting principles consistently applied, for all Taxes which have accrued but not are yet due; and has timely and properly collected or withheld, paid over and reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid the appropriate governmental authorities all material Potential Successor Taxes required to have been paid collected or withheld by Sellers it. Parent has no tax liabilities other than those reflected on the Parent Financial Statements and those arising in connection with amounts paid the ordinary course of business since the date thereof. Parent has made available to the Company true, complete and correct copies of Parent's federal income tax and other Tax Returns filed by it. (b) No Taxing authority has asserted any adjustment that could result in an additional Tax for which Parent is or owing may be liable; there is no pending audit, examination, investigation, dispute, proceeding or claim (collectively, "Proceeding") relating to any employeeTax for which Parent is or may be liable and, independent contractorto the knowledge of Parent, creditorno Taxing authority is contemplating such a Proceeding; no statute of limitations with respect to any Tax for which Parent or is or may be liable has been waived or extended; and Parent are not a party or subject to any Tax sharing or any Tax allocation agreement, stockholder arrangement or understanding. (c) Parent is not a party to any contract, agreement, plan or arrangement that, individually or collectively, could give rise to any payment that would not be deductible by reason of Section 162, 280G or 404 of the Code (or any comparable state, local or foreign Tax provision). Parent does not have any "tax-exempt use property" within the meaning of Section 168(h) of the Code (or any comparable state, local or foreign Tax provision). Parent has never made or been required to make an election under Section 338 of the Code (or any comparable state, local or foreign Tax provision). (d) Parent is not, and was not at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and the regulations thereunder. (e) For purposes of this Agreement, "Tax" shall mean any tax, fee, levy, assessment or other third party; (vii) there are no outstanding waivers governmental charge imposed by the United States, any state, local or agreements by any Seller for the extension of time for the assessment foreign government or subdivision or agency of any material Potential Successor Taxes of the foregoing, including without limitation, any income, franchise, gross receipts, property, sales, use, service, value added, withholding, social security, estimated, accumulated earnings, transfer, license, privilege, payroll, profits, capital stock, employment, unemployment, excise, ad valorem, severance, stamp, occupancy, customs or deficiency thereof; and occupation tax for which the taxpayer is or may be liable, including without limitation, as a member of a consolidated group pursuant to Treasury Regulation ss.1.1502-6 (viiior any comparable state, local or foreign Tax provision), as a transferee under Section 6901 of the Code (or any comparable state, local or foreign Tax provision) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payableor under any Tax sharing or Tax allocation agreement, nor are there any such Liens which are pending arrangement or threatenedunderstanding.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 5.11: (ia) all income and other material Tax Returns of Sellers on which are Parent required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) Parent have been paid in full full; (c) there are not now any extensions of time in effect with respect to the dates on which any Tax Return of the Parent were or are being diligently contested in good faith by appropriate proceedings; due to be filed; (iiid) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of Parent have been paid in full, accrued on the books of Sellers, Parent or finally settled; ; (ive) no claims for additional unpaid Taxes have been asserted in writing within the last three (3) years and no proposals or deficiencies for any Potential Successor Taxes of Parent are being asserted, proposed or or, to the knowledge of Parent, threatened, in writing; and no audit or investigation of any Tax Return of Parent is currently underway, pending or, to the knowledge of Parent, threatened; (vf) no claim Parent has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viig) there are no outstanding waivers or agreements by any Seller or on behalf of the Parent for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and the Parent has not waived any statute of limitations in respect of Taxes; (viiih) there are no Liens for Taxes on the Purchased Assets against any asset of Parent (other than Liens for Taxes which are not yet due and payable); (i) Parent is not a party to any Tax allocation or sharing agreement under which Parent will have any liability for Taxes after the Closing (excluding customary commercial agreements the primary subject of which is not Taxes); (j) Parent has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Parent) and does not have any liability for the Taxes of any Person (other than any subsidiary of any group the common parent of which was Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, nor are there local or foreign Law), as a transferee or successor, or by contract (excluding customary commercial agreements the primary subject of which is not Taxes); (k) Parent is not and has not been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (l) no claim has ever been made by an Governmental Entity in a jurisdiction where Parent does not file Tax Returns that Parent may be subject to taxation by that jurisdiction; (m) Parent is, and has been at all times since formation, treated as a corporation for United States federal income Tax purposes; (n) Parent will not be required to include any item of income in, or exclude any 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date, other than amounts reflected on the financial statements of Parent and amounts accrued in the Ordinary Course since then; (vi) election described in Section 108(i) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law); (o) Parent has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code; (p) Parent has not had a permanent establishment (within the meaning of an applicable Tax treaty or convention between the United States and such Liens which are pending foreign country), or threatenedotherwise been subject to taxation in any country other than the country of its formation; and (q) Parent has not taken, or agreed to take, any action, or has knowledge of any fact or circumstance, that could reasonably be expected to prevent the Merger, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all All income and other material Tax Returns of Sellers on which are each Company Group Member or otherwise exclusively relating to the Business required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been timely and duly filed and are true, correct and complete in all material respects; . (iib) all All material Potential Successor Taxes of the Company, whether or not shown as due and owing by Sellers (whether any Company Group Member or not shown with respect to the Business on any Tax Return) Returns have been paid in full full. (c) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns of any Company Group Member or otherwise exclusively relating to the Business were or are being diligently contested due to be filed, other than automatic extensions obtained in good faith by appropriate proceedings; the Ordinary Course. (iiid) all All material deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of any Company Group Member or otherwise exclusively relating to the Business have been paid in full, accrued on the books of Sellers, the Company Group or finally settled; . (ive) Except as set forth on Schedule 2.13(e), no action, suit, proceeding, investigation, adjustment, audit, assessment or claims (“Tax Claim”) for additional Taxes have been asserted in writing within the three (3)-year period ending on the date of this Agreement or are currently ongoing or pending, and no Tax Claims, proposals or deficiencies for any Potential Successor material Taxes of any Company Group Member or otherwise exclusively relating to the Business are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no Tax Claim of any material Tax Return of any Company Group Member or otherwise exclusively relating to the Business is currently underway, pending or, to the Knowledge of the Company, threatened. (vf) Except as set forth on Schedule 2.13(f), no claim Tax Claim has ever been made against any Seller by any Governmental Entity Tax authority in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it any Company Group Member has not paid Potential Successor Taxes, filed a particular Tax Return that such Seller it is or may be subject to taxation with respect Tax by such jurisdiction, nor to Potential Successor Taxes; the Knowledge of the Company is any such assertion threatened. To the Knowledge of the Company, no Company Group Member currently has or since the Spin-Off Date has had a permanent establishment in any country other than the country of its incorporation or organization. (vig) Sellers have Each applicable Company Group Member has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers it in connection with amounts paid or owing to any employee, member, independent contractor, creditor, stockholder creditor or other third party; . (viih) there There are no outstanding waivers or agreements by or on behalf of any Seller Company Group Member for the extension of time for the assessment of any material Potential Successor Taxes or any material deficiency thereof; and . No power of attorney has been granted by or with respect to any Company Group Member with respect to any matter relating to Taxes with respect to the Business or the Transferred Assets that will be effective after the Closing Date. (viiii) there There are no Liens for Taxes on against any asset of any Company Group Member or any of the Purchased Transferred Assets (other than Liens for Taxes which are not yet due and payable, nor are there any such Liens payable or which are pending being contested in good faith through appropriate proceedings). (j) Except as set forth on Schedule 2.13(j), no Company Group Member is a party to any Tax allocation or threatenedsharing agreement under which any Company Group Member shall have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes). No Company Group Member has any liability for the Taxes of any Person under Treasury Regulations section 1.1502-6 (or any similar provision of other applicable Tax Law as a result of its membership in a consolidated or similar group since the Spin-Off Date), as a transferee or successor as a result of transactions or occurrences taking place on or after the Spin-Off Date or by contract entered into on or after the Spin-Off Date or is a party to or bound by any Tax indemnification, allocation or similar sharing agreement or arrangement, other than any commercial agreement entered into in the ordinary course of business and the primary purpose of which is unrelated to Taxes. (k) No Company Group Member 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) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law) executed on or prior to the Closing Date; (ii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law); (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by the Seller through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws (pursuant to an extension of time or otherwise) have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due . All Taxes, deposits and owing by Sellers other payments for which the Seller has liability (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; accrued as liabilities for Taxes on the books and records of the Seller. (iiib) The amounts so paid, together with all deficiencies in Potential Successor amounts accrued as liabilities for Taxes asserted (including Taxes accrued as a result of currently payable but excluding any examination of any accrual to reflect timing differences between book and Tax Return have been paid in full, accrued income) on the books of Sellersthe Seller, or finally settled; shall be adequate based on the tax rates and applicable Laws in effect to satisfy all liabilities for Taxes of the Seller in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (ivc) no No claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Seller are being asserted, proposed or, to the Knowledge of the Seller, threatened, and no audit or investigation of any Tax Return of the Seller is currently underway, pending or threatened, in writing; . (vd) no No claim has ever been made against any the Seller by any Governmental Entity in a jurisdiction where such the Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such the Seller is or may be subject to taxation with respect to Potential Successor Taxes; in such jurisdiction. (vie) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there There are no Liens for Taxes on with respect to the Purchased Assets other than Liens for Taxes which are not yet due and payableSeller or the Assets, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of the Seller, threatened.

Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.13: 4.15(a): (i) all income and other material Tax Returns of Sellers on which are the Company and each Subsidiary required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed other than customary extensions for which no approval is required; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Company or any Subsidiary have been paid in full, accrued on the books of Sellersthe Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of the Company or any Subsidiary are being asserted, proposed or or, to the Knowledge of the Company, threatened, in each case, in writing, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of the Company, threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity a Taxing authority in a jurisdiction where such Seller in which the Company or any Subsidiary does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers have withheld the Company and each Subsidiary has timely withheld, paid over, and reported all material Potential Successor Taxes required to have been withheld, paid over, and reported by Sellers them in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder equity holder or other third party; (viiviii) there are no outstanding waivers or agreements by or on behalf of the Company or any Seller Subsidiary for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings between the Company or any Subsidiary and any Taxing authority; and (viiiix) there are no Liens against any property of the Company or any Subsidiary for Taxes on the Purchased Assets (other than Liens for Taxes which that are not yet due and payable); (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any liability after the Closing, other than a Contract, such as a lease, the principal purpose of which does not relate to Taxes; (xi) neither the Company nor are there any such Liens which are pending Subsidiary has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return; and (xii) neither the Company nor any Subsidiary has any liability for the Taxes of any Person (other than the Company or threatenedany Subsidiary) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise. (b) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) beginning on or after the Closing Date as a result of any: (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law) executed on or before the Closing Date; (ii) installment sale or open transaction disposition made on or prior to the Closing Date; (iii) improper method of accounting used or change in method of accounting; (iv) deferred intercompany transaction; (v) excess loss account under Section 1502 of the Code and the Treasury Regulations promulgated thereunder (or any similar provision of state, local, or non-U.S. Law; or (vi) election made (or contemplated to be made) under Section 108(i) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (ia) all income and other material Tax Returns of Sellers on which are the Group Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account any extensions of time within which to file such Tax Returns) and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) of the Group Companies have been paid in full full; (c) there are no extensions of time in effect with respect to the dates on which any Tax Returns of the Group Companies were or are being diligently contested due to be filed (other than automatic extensions of time to file Tax Returns obtained in good faith by appropriate proceedings; the Ordinary Course); (iiid) all deficiencies asserted in Potential Successor Taxes asserted writing as a result of any examination of any Tax Return Returns of the Group Companies have been paid in full, accrued on the books of Sellers, full or finally settled; ; (ive) no claims for additional Taxes have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of the Group Companies are being asserted, proposed or, to the Knowledge of the Company, threatened in writing, and no audit or threatenedinvestigation of any Tax Return of the Group Companies is currently underway, pending or, to the Knowledge of the Company, threatened in writing, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation each case with respect to Potential Successor Taxes; any Taxable period for which the period of assessment or collection remains open; (vif) Sellers the Group Companies have withheld and paid or properly set aside in accounts for such purpose all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viig) there are no outstanding waivers or agreements by any Seller or on behalf of the Group Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and none of the Group Companies has waived any statute of limitations in respect of Taxes; (viiih) there are no Liens for Taxes on against any asset of the Purchased Assets Group Companies (other than Liens for Taxes which are not yet delinquent or Liens for Taxes being contested in good faith by appropriate proceedings); (i) no Group Company is a party to any Tax allocation, Tax indemnity or tax sharing agreement or other similar arrangement under which the Group Companies will have any liability after the Closing (excluding customary commercial agreements the primary subject of which is not Taxes); (j) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); or has any liability for the Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise; (k) no Group Company is or has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (l) no written claim has ever been made by an Governmental Entity in a jurisdiction where the Group Companies do not file Tax Returns that any Group Company may be subject to taxation by that jurisdiction; (m) the Financial Statements properly and adequately accrue or reserve for Tax liabilities in accordance with GAAP and the unpaid Taxes of the Company and the Company Subsidiaries (being Taxes not yet due and payableowing) will not materially exceed the reserve for Tax liabilities set forth on the face of the Latest Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and the Company Subsidiaries in filing their Tax Returns; (n) except with respect to deferred revenue or prepaid amounts collected by the Group Companies in the Ordinary Course, nor no Group Company will be required to include any material item of income in, or exclude any material 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law) that existed prior to the Closing; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount or deferred revenue received on or prior to the Closing Date; (o) none of the Group Companies has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 of the Code in the past two (2) years; and (p) to the Knowledge of the Company as of the date of this Agreement, there are there any such Liens which are pending no facts, circumstances or threatenedplans that, either alone or in combination, could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (i) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes the Company and which are its Subsidiaries due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due Taxes, deposits or other payments for which the Company and owing by Sellers its Subsidiaries may have any liability through the date hereof (whether or not shown on any Tax Return) ), have been paid in full or are being diligently contested in good faith by appropriate proceedingsfull; (iii) the amounts so paid on or before the date hereof, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Company, and reflected in the unaudited balance sheet of the Company at March 31, 2001 will be adequate based on the tax rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of the Company and its Subsidiaries in any jurisdiction through March 31, 2001, and the Company will accrue amounts as liabilities for Taxes on the books and financial statements of the Company which will be adequate based on the tax rates and applicable laws and regulations in effect from time to time prior to the Closing to satisfy all liabilities for Taxes of the Company and its Subsidiaries in any jurisdiction through the Closing Date; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed; (v) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns have been paid in full, accrued on the books of Sellersthe Company and its Subsidiaries, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivvi) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writingand no audit or investigation of any return or report of Taxes is currently underway, pending or threatened; (vvii) no claim has ever been made against any Seller by any Governmental Entity an authority in a jurisdiction where such Seller in which the Company or any of its Subsidiaries does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (viviii) Sellers have the Company and its Subsidiaries has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder shareholder or other third party; (viiix) there are no outstanding waivers or agreements by any Seller or on behalf of the Company and its Subsidiaries for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company and its Subsidiaries or any other matter pending between the Company or any of its Subsidiaries and any taxing authority; and (viiix) there are no Liens for Taxes on the Purchased Assets (other than Liens for Taxes which are not yet due and payable) pending or, nor to the Knowledge of the Company and the Sellers, threatened; (xi) the Company and each of its Subsidiaries has not filed a consent under Section 341(f) of the Code; (xii) the Company and each of its Subsidiaries has not made any payments, is not obligated to make any payments, or is not a party to any agreement that under certain circumstances could obligate the Company to make any payments that will not be deductible for federal income tax purposes by reason of Section 280G of the Code; (xiii) the Company has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xiv) the Company and each of its Subsidiaries is not a party to any Tax allocation or sharing agreement; (xv) the Company and each of its Subsidiaries has not been a member of an affiliated group filing a consolidated U.S. federal income tax return (other than a group the common parent of which was the Company); and (xvi) the Company does not have any liability for the Taxes of any Person (other than the Company) under U.S. Treasury Regulation section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (b) The Company has delivered to the Purchaser true and complete copies of all open income Tax Returns (together with any agent's reports) relating to its operations for the years for which Tax Returns are there any such Liens which are pending or threateneddue to have been filed.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (ia) all income and other material Tax Returns of Sellers on which are the Group Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed and are true, correct and complete in all material respects; ; (iib) all material Potential Successor Taxes due and owing by Sellers any of the Group Companies (whether or not shown on any Tax Return) have been paid timely in full full; (c) there are no extensions of time in effect with respect to the dates on which any Tax Returns of the Group Companies were or are being diligently contested in good faith by appropriate proceedings; due to be filed; (iiid) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of the Group Companies have been paid in full, accrued on the books of Sellers, full or finally settled; ; (ive) no claims for additional Taxes have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of the Group Companies are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Group Companies is currently underway, pending or, to the Knowledge of the Company, threatened; (vf) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers the Group Companies have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; Person; (viig) there are no outstanding waivers or agreements by any Seller or on behalf of the Group Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and none of the Group Companies has waived any statute of limitations in respect of Taxes; (viiih) there are no Liens for Taxes on against any asset of the Purchased Assets Group Companies (other than Liens for Taxes which are not yet due and payable); (i) no Group Company is a party to any Tax allocation, nor are there Tax indemnity or tax sharing agreement or other similar arrangement under which the Group Companies will have any such Liens liability after the Closing (excluding customary commercial agreements the primary subject of which are pending is not Taxes); (j) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); or threatenedhas any liability for the Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise; (k) no Group Company is or has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (l) no claim has ever been made by an Governmental Entity in a jurisdiction where the Group Companies do not file Tax Returns that any Group Company may be subject to taxation by that jurisdiction; (m) the Financial Statements properly and adequately accrue or reserve for Tax liabilities in accordance with GAAP and the unpaid Taxes of the Company and the Company Subsidiaries (being Taxes not yet due and owing) will not exceed the reserve for Tax liabilities set forth on the face of the balance sheet as of December 31, 2020 as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and the Company Subsidiaries in filing their Tax Returns; (n) the Company has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (o) each Group Company is, and has been at all times since formation, treated as the type of entity for United States federal tax purposes listed opposite its name on Schedule 3.13; (p) no Group Company will be required to include any item of income in, or exclude any 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision 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 or deferred revenue received on or prior to the Closing Date. (q) no Group Company will be required to make any payment after the Closing Date as a result of an election under Section 965 or the Code; and (r) none of the Group Companies has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

Tax Returns; Taxes. Except as otherwise disclosed set forth on Schedule 4.13: 3.14: (ia) all All income and other material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes filed by or with respect to Seller, any Company Group Member or any of the assets and which are due to have been filed through the date hereof (taking into account applicable extensions) properties of Seller or any Company Group Member with any Governmental Entity in accordance with any applicable Laws Law have been timely and duly filed filed, and all such Tax Returns are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes required to be paid by Seller, any Company Group Member or with respect to any of the assets and properties of Seller or any Company Group Member(whether or not shown as due and owing by Sellers (whether or not shown on any Tax Return) have been timely paid in full or are being diligently contested in good faith by appropriate proceedings; full; (iiic) all deficiencies for, or adjustments in Potential Successor respect of, Taxes that have been claimed, proposed, asserted or assessed by any Governmental Entity as a result of any audit or other examination of any Tax Return Returns of Seller or any Company Group Member, or with respect to the assets and properties of Seller or any Company Group Member, or otherwise, have been paid in fullpaid, accrued on the books books, as appropriate, of SellersSeller or of the relevant Company Group Member, or finally settled; ; (ivd) no claims have been asserted deficiencies for, or adjustments in respect of, any Taxes of the Company Group or any Taxes of any other Person, including Seller and no proposals its Affiliates, for which any Company Group Member could be held liable, including any liability pursuant to Section 1.1502-6 of the Treasury Regulations (or deficiencies for any Potential Successor Taxes similar provision of federal, state, local or non-U.S. applicable Law), are being assertedclaimed, assessed, asserted or proposed in writing or, to the Knowledge of Seller or threatenedSeller Parent, in writing; (v) no claim has ever been made against any Seller threatened by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor TaxesEntity, and where it no claim, audit, examination, Action or investigation of any Tax Return or concerning any Tax liability of any Company Group Member is currently underway, pending, proposed or, to the Knowledge of Seller or Seller Parent, threatened by any Governmental Entity; (e) Seller and each Company Group Member has not paid Potential Successor Taxes, that such Seller is timely withheld or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld collected and reported and paid over to the appropriate Governmental Entity all material Potential Successor Taxes required to have been paid by Sellers withheld or collected and reported and paid, including in connection with any amounts paid or owing to any employee, independent contractor, customer, creditor, equity holder, stockholder or other third party; ; (viif) there are no outstanding waivers of any statute of limitations or Contracts or other agreements by or on behalf of Seller or any Seller Company Group Member for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; and , other than routine extensions granted in the Ordinary Course; (viiig) there are no Liens for Taxes against any asset or properties of Seller or any Company Group Member (other than Permitted Liens); (h) neither Seller nor any Company Group Member has any liability for the Taxes of any other Person (except in connection with any Combined Tax Return): (i) pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provision of federal, state, local or non-U.S. applicable Law), (ii) as a transferee or successor, (iii) by Contract or (iv) otherwise by operation of applicable Law; (i) neither Buyer nor any Company Group Member will be required to include in any Taxable period (or portion thereof) ending after the Closing Date Taxable income attributable to income of Seller or any Company Group Member that accrued in any Pre-Closing Tax Period but was not recognized in such Taxable period as a result of (i) any improper use of any accounting method, a change in accounting method under Section 481 of the Code (or any similar provision of federal, state, local, or non-U.S. applicable Law), or agreement with any Governmental Entity, (ii) installment sale or open transaction, (iii) the long-term contract method of accounting, (iv) any prepaid amount received or deferred revenue recognized on or prior to the Closing Date, (v) a “closing agreement” described in Section 7121 of the Code (or any similar provision of federal, state, local or non-U.S. applicable Law), or (vi) an intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of federal, state, local or non-U.S. applicable Law) in each case, with respect to a transaction or agreement entered into, or change or election made, on or prior to the Closing Date; (j) neither Seller nor any Company Group Member has made an election under Section 965(h) of the Code; (k) no Company Group Member is a party to any Tax sharing, Tax indemnification, or Tax allocation agreement with any party relating to allocating, indemnifying, or sharing the payment of, or liability for, Taxes (or Tax benefits) (other than by reason of customary provisions in commercial agreements entered into with third parties in the ordinary course of business, the primary purpose of which does not relate to Taxes); (l) no Company Group Member has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (i) in the three years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions; (m) no Company Group Member has participated in, or is participating in, an international boycott within the meaning of Section 999 of the Code; (n) no Company Group Member organized under the laws of a country other than the U.S. (i) has ever been treated as a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or as a U.S. corporation under Section 7874(b) of the Code, or (ii) was created or organized in the United States such that any such entity would be Taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulations Section 301.7701-5(a); (o) no Company Group Member organized under the laws of a country other than the U.S. (i) has an investment in “United States property” within the meaning of Section 956 of the Code, (ii) is engaged in the conduct of a United States trade or business for U.S. federal income Tax purposes or (iii) has elected under Section 897(i) of the Code to be treated as a U.S. corporation; (p) neither Buyer nor any Company Group Member is or will be subject to any Tax in respect of any Pre-Closing Tax Period as a result of any deferred intercompany transaction (described in the Treasury Regulations promulgated under Section 1502 of the Code, or any similar provision of federal, state, local or non-U.S. applicable Law) entered into by any Company Group Member, on the Purchased Assets one hand, and Seller and any of its Affiliates (other than Liens any Company Group Member), on the other hand, prior to the Closing Date; (q) without regard to anything set forth on the Schedules, at all times since their conversions to LLCs, each of TransCore Partners, LLC and TransCore ITS, LLC has been treated and properly classified as an entity disregarded as separate from the owner of each respective entity for Taxes U.S. federal income Tax purposes and will be so treated and classified as of the Closing, and no such entity has ever filed an election under Treasury Regulation Section 301.7701-3; (r) without regard to anything set forth on the Schedules, since 2005 each of TLP Holdings, LLC, TransCore, LP, and Viastar Services, LP has been treated and properly classified as an entity disregarded as separate from the owner of each respective entity for U.S. federal income Tax purposes and will be so treated and classified as of the time of Closing, and no such entity has ever filed an election under Treasury Regulation Section 301.7701-3; (s) without regard to anything set forth on the Schedules, at all times since its formation through the date hereof, TransCore Holdings, Inc. has been treated and properly classified as a corporation for U.S. federal income Tax purposes; (t) without regard to anything set forth on the Schedules, at all times after the conversion of TransCore Atlantic, Inc. to a Delaware LLC, which shall be effective prior to the Closing Date, TransCore Atlantic LLC has been treated and properly classified as an entity disregarded as separate from its owner for U.S. federal income Tax purposes and will be so treated and classified at the time of the Closing, and TransCore Atlantic LLC (including any predecessor of TransCore Atlantic LLC) has never made any election under Treasury Regulation Section 301.7701-3; (u) without regard to anything set forth on the Schedules, Amtech Systems, LLC was formed on July 31, 2005 and made an election under Treasury Regulation Section 301.7701-3 to be treated as an association taxable as a corporation effective as of January 1, 2015. As of the date of this Agreement, Amtech Systems, LLC is treated as an association taxable as a corporation and is an eligible entity under Treasury Regulation Section 301.7701-3(a); (v) none of the assets or properties of Seller or any Company Group Member that are not yet due being transferred to Buyer as part of the Transactions (i) are assets or property that Buyer or any of its Affiliates will be required to treat as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code of 1954, as amended and payablein effect immediately before the enactment of the Tax Reform Act of 1986, (ii) are “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iii) are “tax- exempt bond financed property” within the meaning of Section 168(g) of the Code, (iv) secures any debt, the interest of which is tax-exempt under Section 103(a) of the Code, (v) are subject to a “Section 467 rental agreement” as defined in Section 467 of the Code, or (vi) are subject to Section 197(f)(9) of the Code; (w) without regard to anything set forth on the Schedules, neither Seller nor any Company Group Member has taken, or has agreed to take, any action that would reasonably be expected to prevent the purchase and sale of the Interests described in Section 2.1 from qualifying for the Intended Tax Treatment, and there are there no facts or circumstances that could reasonably be expected to prevent the purchase and sale of the Interests described in Section 2.1 from qualifying for the Intended Tax Treatment; and (x) Schedule 3.14(x) sets forth any such Liens which election under Treasury Regulation Section 301.7701-3(c) that has been made with respect to any non-U.S. Company Group Member and is in effect at the time of this Agreement. References to any Company Group Member shall include any predecessor or successor thereof for purposes of this Section 3.14. The representations and warranties made in this Section 3.14 and, to the extent applicable, Section 3.17 are pending the exclusive representations and warranties of Seller with respect to Taxes. Seller makes no representation or threatenedwarranty with respect to the existence, availability, amount, usability or limitations (or lack thereof) of any net operating loss, net operating loss carryforward, business interest carryforward, capital loss, capital loss carryforward, basis amount or other Tax attribute (whether federal, state, local or non-U.S.) of any entity within the Company Group after the Closing Date.

Tax Returns; Taxes. (a) The Company is classified as a corporation for U.S. federal income tax purposes. Except as otherwise disclosed on Schedule 4.13: (i) would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have timely filed all material Tax Returns of Sellers on which are required to be reported Potential Successor filed, and have timely paid all Taxes that are due and payable, except those which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return proceedings diligently conducted and for which adequate reserves have been paid provided in fullaccordance with GAAP, accrued applied on a consistent basis during the books of Sellers, or finally settled; (iv) periods involved in the Company SEC Documents. There are no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation Liens with respect to Potential Successor Taxes upon any Company Entity’s assets other than Permitted Liens. There is no written proposed Tax assessment or, to the knowledge of the Company Entities, any other proposed Tax assessment against the Company or any Subsidiary that would, if made, be reasonably expected to be material to the Company Entities, taken as a whole. The Company is not and has never been a United States real property holding corporation within the meaning of Code Section 897 (“USRPHC”). (b) There are no pending tax audits or other administrative proceedings or any currently pending court Actions, in each case, concerning any Tax liability of the Company Entities for which written notice has been received. (c) Each of the Company Entities is not a party to any Tax sharing or Tax allocation agreement, other than agreements (i) to which the Company Entities are the only parties or (ii) entered into in the Ordinary Course of Business the primary purpose of which is not Taxes; . Each of the Company Entities has no liability for the Taxes of any Person (viother than the Company Entities) Sellers under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise (except for agreements entered into in the Ordinary Course of Business the primary purpose of which is not Taxes). (d) No closing agreements, private letter rulings, Tax holidays, technical advice memoranda or similar agreements or rulings related to Taxes have withheld been entered into, issued by or requested from any Governmental Authority with or in respect of the Company Entities, in each case, with respect to any taxable period for which the statute of limitations has not expired. (e) One or more Subsidiaries of the Company is a company operating under an IMMEX Program, pursuant to the applicable provisions of the Mexican Income Tax Act applicable to maquiladora companies, with a VAT Certification modality AAA, and paid other applicable provisions and regulations specific to maquiladoras, in accordance with Mexican customs and foreign trade regulations. Such Company Entity is in all material Potential Successor Taxes respects compliant and in good standing with its IMMEX Program, and VAT Certification, including without limitation, periodic reports, inventory control system, wastes and disposals. At Closing, the IMMEX Program, VAT Certification, permit to import steel to Mexico and other material permits, authorizations, registries and licenses required to have been paid by Sellers conduct the operations of such Company Entity in connection Mexico are valid, in force and to the best of the Company’s knowledge not threatened with amounts paid revocation or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment cancellation. Such Company Entity is not in possession of any material Potential Successor Taxes or deficiency thereof; other personal tangible property and (viii) there assets, except for those owned by the Company Entity and that are no Liens for Taxes on duly registered in its accounting books, and those assets that are imported into Mexico under the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedCompany Entity’s IMMEX Program.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (i1) The Seller and the Shareholder shall duly and timely file or cause to be filed with the applicable Taxing Authorities all material Tax Returns of Sellers on which that are required to be reported Potential Successor filed by or on behalf of the Seller or that include or relate to the Acquired Assets or the Business, which Tax Returns shall be true, complete and correct, and shall duly and timely pay in full or cause to be paid in full all Taxes and which that are due to have been filed through and payable on or before the date hereof (taking into account applicable extensions) Closing Date and could result in a Lien on any Acquired Asset or the Business, and has recorded a provision on the books and records of the Seller in accordance with any applicable Laws have been duly filed GAAP for the payment of all such Taxes that are not due and are payable on or before the Closing Date. The Seller shall provide to the Buyer true, complete and correct copies of such Tax Returns and complete in all material respects; correspondence, reports and documents relating to any Tax Proceeding with respect thereto. The Seller shall duly and timely comply with all applicable laws relating to the allocation or withholding of Taxes and the reporting and remittance thereof to the applicable Taxing Authorities. (2) The Seller and the Shareholder shall indemnify the Buyer and Affiliates, (collectively, the "Taxpayer"), and hold the Taxpayer harmless, on an after-Tax basis, from and against any (i) Taxes with respect to the Business or any of the Acquired Assets for any period on or before the Closing Date for which the Taxpayer is or may be liable, (ii) all material Potential Successor Taxes the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a period on or before the Closing Date and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer or its Affiliates in connection therewith or in enforcing its rights or collecting any amounts due and owing hereunder. This indemnity shall apply notwithstanding any investigation made by Sellers (whether the Buyer in connection with the transactions contemplated by this Agreement or, its receipt, examination, filing of or not shown commenting on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result , and shall be separate and independent of any examination other indemnity between the parties hereto. (3) The Buyer shall promptly forward to the Shareholder a copy of any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by all written communications from any Governmental Entity in Authority received by the Taxpayer relating to any period on or before the Closing Date. The Shareholder shall promptly forward to the Buyer a jurisdiction where such copy of all written communications from any Governmental Authority received by the Seller does not file Tax Returns or the Shareholder relating to any period on or before the Closing Date for which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller the Taxpayer is or may be subject liable. (4) The Buyer shall not settle or make any payment of any amount claimed to taxation be due with respect to Potential Successor Taxes; (via proposed adjustment described above for at least 15 days after giving notice thereof to the Shareholder under section 7.3(c) Sellers have withheld hereof. If, within such 15-day period, the Buyer receives from the Shareholder in writing a request that the proposed adjustments be contested, which includes a reasonable basis in fact or in law for such contest, and paid acknowledges its liability under this indemnity, the Taxpayer shall contest such proposed adjustments in good faith and agrees to consult with the Shareholder regarding the contest and to keep the Shareholder informed as to its progress, all material Potential Successor Taxes required to have been paid by Sellers at the Shareholder's expense. The Shareholder shall cooperate with the Taxpayer in connection with amounts paid or owing any Proceeding. The Shareholder may participate in the Proceeding at its own expense; PROVIDED, HOWEVER, that the Taxpayer shall retain full control over the Proceeding. The decision of a court of competent jurisdiction as to any employeethe outcome of such contest which has become final shall be conclusive and binding on the parties. The Taxpayer shall not be required to appeal. (5) Any Taxes for a period which includes but does not end on the Closing Date shall be allocated between the period before the Closing Date and the balance of the period in accordance with this section 7.3(e). To the extent permitted under applicable Law, independent contractorthe parties shall elect to treat the Tax period as ending at the close of business on the Closing Date. Where applicable Law does not permit such an election to be made, creditor, stockholder the taxable income or other third party; (vii) there are no outstanding waivers or agreements by any Seller Tax base for the extension entire period shall be allocated between the period on or before the Closing Date and the balance of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes period on the Purchased Assets basis of an interim closing of the books at the close of the Closing Date, except that exemptions, allocations and deductions calculated on an annual basis shall be apportioned on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the period. Notwithstanding the foregoing, any real estate or personal property Taxes shall be allocated on the basis of the relative number of days in the period on or before the Closing Date and in the balance of the applicable period. (6) The Seller hereby agrees to comply with the notice and other than Liens for Taxes which are not yet due and payablerequirements of the General Laws of the Commonwealth of Massachusetts of 1932, nor are there any such Liens which are pending or threatenedChapter 62C, section 51.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by any Acquired Company through the date hereof have been prepared in accordance with all applicable Laws, have been timely filed (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed valid extensions of time), and are true, correct and complete in all material respects; . (iib) all material Potential Successor Taxes due All Taxes, deposits and owing by Sellers other payments for which any Acquired Company has liability (whether or not shown on any Tax Return) have been paid in full or are being diligently contested accrued as liabilities for Taxes on the books of the Acquired Companies. (c) The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable, but excluding any accrual to reflect timing differences between book and Tax income) on the books of the Acquired Companies, shall be adequate based on the tax rates and applicable Laws in good faith effect to satisfy all liabilities for Taxes of the Acquired Companies in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date. (d) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by appropriate proceedings; any Acquired Company. (iiie) all All Tax deficiencies in Potential Successor Taxes asserted as a result of any examination by a Governmental Entity of a Tax Return of any Tax Return Acquired Company have been paid in full, accrued on the books of Sellers, such Acquired Company or finally settled; . (ivf) no No claims have been asserted asserted, and no proposals or deficiencies for any Potential Successor Taxes of any of the Acquired Companies are being asserted, proposed or, to the Knowledge of the Seller Parties, threatened, and no audit or investigation of any Tax Return of any of the Acquired Companies is currently underway, pending or threatened, . (g) Schedule 4.15(g) lists all jurisdictions in writing; (v) no which each Acquired Company files Tax Returns. No claim has ever been made against any Seller Acquired Company by any Governmental Entity in a jurisdiction where such Seller Acquired Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller Acquired Company is or may be subject to taxation with respect to Potential Successor Taxes; in such jurisdiction. (vih) Sellers have Each of the Acquired Companies has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers it in connection with amounts paid or owing to any employee, member, manager, director, independent contractor, creditor, stockholder creditor or shareholder thereof or other third party; . (viii) there There are no outstanding waivers or agreements by between any Seller Governmental Entity and any Acquired Company for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any Acquired Company or any other matter pending between any Acquired Company and any Governmental Entity. (viiij) there There are no Liens for Taxes on with respect to any Acquired Company or the Purchased Assets other than Liens for Taxes which are not yet due and payableassets or properties of any Acquired Company, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of the Seller Parties, threatened. (k) None of the Acquired Companies is a party to or bound by any Tax allocation or sharing agreement. (l) None of the Acquired Companies has been a member of an “affiliated group” of corporations (within the meaning of Section 1504 of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was one of the Acquired Companies). (m) None of the Acquired Companies has any liability for the Taxes of any Person (other than for itself or another Acquired Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. (n) No Acquired Company has at any time, engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A), and no IRS Form 8886 has been filed with respect to any Acquired Company nor has any Acquired Company entered into any tax shelter or listed transaction with the sole or dominant purpose of the avoidance or reduction of a Tax liability with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity. (o) No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing Date as a result of any (i) change in method of accounting, or use of an improper method of accounting, for a Tax period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received on or prior to the Closing Date; (v) indebtedness discharged with respect to which an election has been made under Section 108(i) of the Code; or (vi) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law). (p) No Acquired Company is or has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (q) No Acquired Company has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 and 361 of the Code. (r) Each of Gxxxx & Lxxx Trust Company, LLC and National Institute for Medicare and Medicaid Education, LLC has been since its formation treated for federal income Tax purposes as a disregarded entity and not as a corporation.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (a) Peoples has duly filed (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes federal and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed state tax returns and are truereports, correct and complete in all material respects; (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material Potential Successor Taxes due and owing by Sellers (whether lien or not shown encumbrance on any Tax Return) of such assets or affect materially and adversely its business or operations. To the knowledge of the officers of Peoples (the "Peoples Management"), such returns or reports are, and when filed will be, true, complete and correct, and Peoples has paid, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the Peoples Management, all federal, state and local taxes and other governmental charges paid or payable by Peoples have been paid in full paid, or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid accrued or reserved on its books in fullaccordance with generally accepted accounting principles applied on a basis consistent with prior periods. To the knowledge of the Peoples Management, accrued adequate reserves for the payment of taxes have been established on the books of SellersPeoples for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Peoples shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Peoples has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the Peoples Management, there is no threatened claim against Peoples, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies to the knowledge of the Peoples Management, any basis for any Potential Successor Taxes are being assertedsuch claim, proposed for payment of any additional federal, state, local or threatened, foreign taxes for any period prior to the date of this Agreement in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is excess of the accruals or may be subject to taxation reserves with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers any such claim shown in connection the 2000 Peoples Financial Statements described in Section 4.2.6 below or disclosed in the notes with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there respect thereto. There are no outstanding waivers or agreements by any Seller Peoples for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; taxes. The federal income tax returns of Peoples have not been examined by the Internal Revenue Service for any period since December 31, 1995. (b) Except as set forth in the Peoples Disclosure Memorandum, to the knowledge of the Peoples Management, proper and (viii) there are no Liens accurate amounts have been withheld by Peoples from its employees for Taxes on all periods in full and complete compliance with the Purchased Assets other than Liens tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by Peoples for Taxes all periods for which are not yet returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable, nor are there any such Liens which are pending or threatenedpayable have been paid in full.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: 3.13: (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due filed by or with respect to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Company have been duly and timely filed and are with the appropriate Governmental Entity; (ii) each such Tax Return is true, correct and complete in all material respects; ; (iiiii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) the Company have been paid in full paid; (iv) no material penalty, interest or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination other charge is due with respect to the late filing of any Tax Return or late payment of any Tax; (v) all Tax withholding and deposit requirements imposed on or with respect to the Company, including unemployment compensation and workers’ compensation taxes, have been paid satisfied in fullfull in all material respects; (vi) there are no Liens (other than Permitted Exceptions) on any of the assets or properties of the Company that arose in connection with any failure to pay any Tax; (vii) there is no written Claim against the Company for any Taxes, accrued on the books of Sellersand no written assessment, deficiency, or finally settled; (iv) no claims have adjustment has been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or, to the Knowledge of the Company, threatened with respect to any Taxes or threatened, in writing; Tax Returns of or with respect to the Company; (vviii) no claim written Claim has ever been made against any Seller by any a Governmental Entity since December 31, 2004, in a jurisdiction where such Seller in which the Company does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation in that jurisdiction; (ix) there is not currently in force any extension of time with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller the due date for the filing of any Tax Return of or with respect to the Company or any waiver agreement for any extension of time for the assessment or payment of any Tax of or with respect to the Company; (x) Schedule 3.13(x) lists all federal, state, local and foreign income Tax Returns filed or required to be filed with respect to the Company for the three taxable years ending prior to the Closing Date, indicates those Tax Returns that are currently the subject of audit and indicates those Tax Returns whose audits have been closed; (xi) the Company has Made Available to Parent true, correct and complete copies of all income Tax Returns and other material Potential Successor Tax Returns filed by the Company during the past three years and all correspondence to the Company from, or from the Company to, a Governmental Entity relating to Taxes; (xii) none of the property of the Company is “tax exempt use property” (within the meaning of Section 168(h) of the Code) or “tax exempt bond financed property” (within the meaning of Section 168(g)(5) of the Code); (xiii) the Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A)(i) adjustment pursuant to Section 481 of the Code or any similar provision of state Tax law due to change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) cash method of accounting or long-term contract method of accounting utilized prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date; (xiv) no Tax audits or administrative or judicial proceedings are being conducted, are pending or, to the Knowledge of the Company, have been threatened with respect to the Company; (xv) the Company is not a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements; (xvi) the Company does not have any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or deficiency thereofany corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise; (xvii) the Company has not (i) participated (within the meaning of Treasury Regulations Section 1.6011-4(c)(3)) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) (and all predecessor regulations); (ii) claimed any deduction, credit, or other tax benefit by reason of any “tax shelter” within the meaning of former Section 6111(c) of the Code and the Treasury Regulations thereunder or any “confidential corporate tax shelter” within the meaning of former Section 6111(d) of the Code and the Treasury Regulations thereunder; or (viiiiii) there are purchased or otherwise acquired an interest in any “potentially abusive tax shelter” within the meaning of Treasury Regulations Section 301.6112-1l; (xviii) no Liens for power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect the Company; (xix) all of the Company’s property that is subject to property Tax has been properly listed and described on the Purchased Assets other than Liens property tax rolls of the appropriate taxing jurisdiction for Taxes which all periods prior to the Closing and no portion of the Company’s property constitutes omitted property for property tax purposes; and (xx) the Company has never been a U.S. real property holding corporation within the meaning of Treasury Regulations Section 1.897-2. Except for the representations and warranties contained in Section 3.15 hereof, the representations and warranties contained in this Section 3.13 are not yet due the sole and payableexclusive representations and warranties made by the Company with respect to tax matters; provided, nor are there any such Liens which are pending however, that nothing in this sentence shall be construed to limit or threatenedmodify the extent of the representations and warranties made by the Company in Section 3.7 hereof.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 3.13 of the Company Disclosure Schedules: (ia) all income and other material Tax Returns of Sellers on which are the Company required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account extensions of time for filing) and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) of the Company have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been timely paid in full, accrued ; (c) there are not currently any extensions of time in effect with respect to the dates on which any Tax Returns of the books of Sellers, Company were or finally settled; are due to be filed; (ivd) no claims for additional unpaid Taxes have been asserted in writing within the last three (3) years and no proposals or deficiencies for any Potential Successor Taxes of the Company are currently being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (ve) no claim the Company has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid over to the appropriate Governmental Entity, all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder unitholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of the Company for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and the Company has waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes against any asset of the Company (other than Permitted Liens); (h) the Company is not a Party to any Tax allocation, indemnification or sharing agreement under which the Company will have any liability for Taxes after the Closing (excluding customary indemnification provisions contained in commercial agreements entered into in the Ordinary Course the primary subject of which is not Taxes); (i) the Company has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return and does not have any material liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, or by contract (excluding customary indemnification provisions contained in commercial agreements entered into in the Ordinary Course the primary subject of which is not Taxes); (j) the Company has not been a party to any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2); (k) no written claim has ever been made by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company may be subject to taxation by, or required to file a Tax Return in, that jurisdiction; (l) the Company is, and has been at all times since its formation, treated as a partnership (and not as a publicly traded partnership) for U.S. federal (and applicable state and local) income Tax purposes; (m) the Company will not be required to include any material item of income in, or exclude any material 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income tax Law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income tax Law), in each case, entered into or created on or prior to the Closing Date; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, other than amounts reflected on the Purchased Assets Financial Statements and amounts accrued in the Ordinary Course since then; or (vi) election described in Section 108(i) of the Code (or any corresponding or similar provision of state, local or foreign Law); (n) during the two (2)-year period ending on the date of this Agreement, the Company has not distributed the stock or membership interests of another Person, and has not had its stock or membership interest distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code); (o) the Company has not had a permanent establishment (within the meaning of an applicable Tax treaty or convention between the United States and such foreign country), or otherwise been subject to taxation in any country other than Liens the country of the Company’s formation; and (p) the Company has not and, to the Knowledge of the Company, the Company Unitholders have not, taken or agreed to take any action not contemplated by this Agreement that would reasonably be expected to prevent the exchanges pursuant to the Merger from qualifying for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedthe Intended Tax Treatment.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed by the Company and the Subsidiaries through the date hereof (taking into account applicable extensions) in accordance with any all applicable Laws (pursuant to an extension of time or otherwise) have been duly filed and are true, correct and complete in all material respects; . (iib) all material Potential Successor Taxes due All Taxes, deposits and owing by Sellers other payments for which the Company or a Subsidiary has liability (whether or not shown on any Tax Return) have been paid in full or are being diligently contested accrued as liabilities for Taxes on the books and records of the Company and the Subsidiaries, as applicable. (c) The amounts so paid, together with all amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any accrual to reflect timing differences between book and Tax income) on the books of the Company and the Subsidiaries, shall be adequate based on the tax rates and applicable Laws in good faith effect to satisfy all liabilities for Taxes of the Company and the Subsidiaries in any jurisdiction through the Closing Date, including Taxes attributable to the Pre-Closing Affiliate Transfers or the Distribution of Excluded Subsidiaries. (d) There are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by appropriate proceedings; the Company or any Subsidiary. (iiie) all All Tax deficiencies in Potential Successor Taxes asserted as a result of any examination by a Governmental Entity of any a Tax Return of the Company or any Subsidiary have been paid in full, accrued on the books of Sellersthe Company or the Subsidiary, as applicable, or finally settled; , and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably could be expected to result in a proposed Tax deficiency for any other period not so examined. (ivf) no No claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes of the Company or any Subsidiary are being asserted, proposed or or, to the Knowledge of the Company, threatened, in writing; and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of the Company, threatened. (vg) no No written claim has ever been made against received by the Company or any Seller by Subsidiary from any Governmental Entity in a jurisdiction where the Company or such Seller Subsidiary does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that the Company or such Seller Subsidiary is or may be subject to taxation with respect to Potential Successor Taxes; in such jurisdiction. (vih) Sellers The Company and each Subsidiary have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder creditor or shareholder thereof or other third party; . (viii) there There are no outstanding waivers or agreements by between any Seller Governmental Entity and the Company or any Subsidiary for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; , nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other similar matter pending between the Company or a Subsidiary and any Governmental Entity. (viiij) Other than the Permitted Liens, there are no Liens for Taxes on with respect to the Purchased Assets other than Liens for Taxes which are not yet due and payableCompany, a Subsidiary or the assets or properties of the Company or a Subsidiary, nor are is there any such Liens which are Lien that is pending or or, to the Knowledge of the Company, threatened. (k) Neither the Company nor any Subsidiary is a party to or bound by any Tax allocation or sharing agreement. (l) Neither the Company nor any Subsidiary has been a member of an “affiliated group” of corporations (within the meaning of Code § 1504) filing a consolidated federal income tax return (other than a group the common parent of which was the Company). (m) Neither the Company nor any Subsidiary has any liability for the Taxes of any Person (other than for itself or for another member of the affiliated group the common parent of which was the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. (n) None of the Tax Returns described in Subsection (a) of this Section 4.15 contain any position which is or would be subject to penalties under Section 6662 (subject to the applicable statute of limitations) of the Code (or any similar provision of provincial, state, local or foreign law) and the Treasury Regulations issued thereunder. (o) Neither the Company nor any Subsidiary has made any payments, is obligated to make any payments, or is a party to any Contract that could obligate it to make any payments that will not be deductible under Section 280G of the Code (or any similar provision of provincial, state, local or foreign Law). (p) The Company and each Subsidiary are, and have at all times been, in compliance with the provisions of Section 6011, 6111 and 6112 of the Code relating to tax shelter disclosure, registration and list maintenance and with the Treasury Regulations thereunder. (q) Neither the Company nor any Subsidiary has at any time, engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Sections 1.6011-4(b)(2), 301.6111-2(b)(2) or 301.6112-1(b)(2)(A), and no IRS Form 8886 has been filed with respect to the Company or any Subsidiary nor has the Company or any Subsidiary entered into any tax shelter or listed transaction with the sole or dominant purpose of the avoidance or reduction of a Tax liability with respect to which there is, to the Knowledge of the Company, a significant risk of challenge of such transaction by a Governmental Entity. (r) Except for the Distribution of Unwanted Assets, the Pre-Closing Affiliate Transfers or the Distribution of Excluded Subsidiaries, neither the Company nor any Subsidiary has, directly or indirectly, transferred property to or acquired property from a Person with whom it was not dealing at arm’s length for consideration other than consideration equal to the fair market value of the property at the time of the disposition or acquisition thereof. (s) Except for any inclusion resulting from the adoption by the Company of the accrued method of accounting, neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing Date as a result of any (i) change in method of accounting for a Tax period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) any installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date. (t) Neither the Company nor any Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Tax Returns; Taxes. Except as otherwise disclosed on in Schedule 4.133.12: (ia) all material Tax Returns of Sellers on which are required relating or with respect to be reported Potential Successor Taxes the Owners, the Companies, the Assets and which are due to the Business have been timely filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed law and are true, correct and complete in all material respects; (iib) all material Potential Successor Taxes relating to or with respect to the Owners, the Companies, the Assets and the Business that were due and owing by Sellers payable through the date hereof (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been timely paid in full, accrued on the books of Sellers, or finally settled; (ivc) to the Knowledge of the Companies, no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes relating or with respect to the Companies, the Assets and the Business are being asserted, proposed or threatened, in writingand no audit or investigation of any Tax Return relating or with respect to the Companies, the Assets and the Business is currently underway, pending or, to the Knowledge of the Companies, threatened; (vd) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does the Companies do not file Tax Returns on which that the Companies are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesin that jurisdiction; (vie) Sellers have each Company has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder equity holder or other third partyparty and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (viif) there are no outstanding waivers or agreements by the Companies or any Seller Owner for the extension of time for the assessment of any material Potential Successor Taxes Taxes, nor are there any requests for rulings, outstanding subpoenas or deficiency thereofrequests for information, notice of proposed reassessment of any property owned or leased by the Companies or any other matter pending between any Owner or the Companies and any taxing authority; and (viiig) there are no Liens for Taxes on upon any of the Purchased Companies, the Assets or the Business other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or to the Knowledge of the Companies, threatened; (h) the Companies are not party to any Tax allocation or sharing agreement; (i) the Companies have not been a member of an affiliated group filing a consolidated federal income tax return; and (j) the Companies do not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (a): (i) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes the Company and which are each Subsidiary due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws Law have been duly filed and are true, correct and complete in all material respects; (ii) all material Potential Successor Taxes, deposits of Taxes or other payments relating to Taxes due and owing by Sellers the Company and each Subsidiary (whether or not shown on any Tax Return), have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of either Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of either Company or any Subsidiary have been paid in full, accrued on the books of either Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of either Company or any Subsidiary are being asserted, proposed or, to the Knowledge of the Company, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of the Company, threatened; (vi) no claim has been made subsequent to the Acquisition Date by a Taxing Authority in a jurisdiction in which either Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) each Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, consultant, independent contractor, creditor, stockholder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of either Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by either Company or any Subsidiary or any other matter pending between either Company or any Subsidiary and any Taxing Authority; (ix) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any Liens for Taxes which are pending or, to the Knowledge of the Company, threatened; (x) neither Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which either Company or any Subsidiary will have any liability after the Closing; (xi) neither Company nor any Subsidiary has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is the Shareholder); (xii) neither Company nor any Subsidiary has any liability for the Taxes of any Person under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; (xiii) neither Company nor any Subsidiary has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code; and (xiv) each Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax liability. (a) Except as set forth on Schedule (b), the Company and each of its Subsidiaries have delivered to the Purchaser correct and complete copies of all federal, state, local and foreign income Tax Returns (together with any agent’s reports) relating to its respective operations and each of its Subsidiaries for Tax periods ended on or after December 31, 2009 through December 31, 2011. (b) Except as set forth on Schedule (c), each consolidated, combined, or unitary group of which either Company or any Subsidiary is or was a member has filed all income Tax Returns that it was required to file for each Tax period during which either Company or any Subsidiary was a member of the group, and all such Tax Returns were correct and complete in all material respects. All material income Taxes owed by any consolidated, combined, or unitary group of which the Company or any of its Subsidiaries is or was a member (whether or not shown on any Tax Return) have been paid for each Tax period during which either Company or any Subsidiary was a member of the group. There is no dispute or claim concerning any material income Tax liability of any such group for any Tax period during which either Company or any Subsidiary was a member of the group either (i) claimed or raised by any Taxing Authority in full writing or are being diligently contested (ii) as to which any Shareholder or the Company (or any of their employees responsible for Tax matters) has knowledge, and no such group has waived any statute of limitations in good faith respect of any material income Tax assessment or deficiency for any Tax period during which either Company or any Subsidiary was a member of the group. (c) The Company and its Subsidiaries have complied (and until the Closing Date will comply) in all material respects with the provisions of the Code relating to the withholding and payment of Taxes, including, without limitation, the withholding requirements under Sections 1461 through 1464, and 3401 through 3406, and applicable reporting requirements under Sections 6041 through 6049 of the Code, as well as similar provisions under any other laws, and have, within the time and in the manner prescribed by appropriate proceedingslaw, withheld from employee wages and paid over to the proper governmental authorities all amounts required. (d) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (e) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) beginning on or after the Closing Date as a result of any: (i) change in method of accounting for a Tax period ending prior to Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law) executed on or before the Closing Date; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued installment sale or open transaction disposition made on or prior to the books of Sellers, or finally settledClosing Date; (iv) no claims have been asserted and no proposals prepaid amount received on or deficiencies for any Potential Successor Taxes are being asserted, proposed before the Closing Date; or threatened, in writing; (v) no claim has ever been election made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required (or contemplated to be reported Potential Successor Taxes, and where it made) under Section 108(i) of the Code. (f) Neither the Company nor any of its Subsidiaries has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing a party to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened“reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b).

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 3.14 of the Company Disclosure Schedules: (ia) all income and other material Tax Returns of Sellers on which are the Group Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account extensions of time for filing) and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return the Group Companies have been paid in full, accrued except for Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (c) there are not currently any extensions of time in effect with respect to the dates on which any Tax Returns of the books of Sellers, Group Companies were or finally settled; are due to be filed; (ivd) no claims for additional unpaid Taxes have been asserted in writing since the Look-Back Date, and no proposals or deficiencies for any Potential Successor Taxes of the Group Companies are currently being asserted, proposed or or, to the Knowledge of the Companies, threatened, in writing; and no audit or investigation of any Tax Return of the Group Companies is currently underway, pending or, to the Knowledge of the Companies, threatened; (ve) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers the Group Companies have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of the Group Companies for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and none of the Companies or the Company Subsidiaries has waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes against any asset of the Group Companies (other than Permitted Liens); (h) the Companies are not a party to any Tax indemnification or Tax receivable, allocation, sharing or similar agreement under which the Group Companies will have any liability for Taxes after the Closing (excluding (x) customary commercial agreements the primary subject of which is not Taxes and (y) any agreements that are solely among Group Companies); (i) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was a Group Company); or has any material liability for the Taxes of any Person (other than a Person that is a member of a group of which a Group Company is the common parent) under Treasury Regulations Section 1.1502-6 (or any corresponding or any similar provision of state, local or foreign income Tax Law), as a transferee or successor, or by contract (excluding customary commercial agreements the primary subject of which is not Taxes); (j) no Group Company is or has been a party to any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2); (k) no written claim has ever been made by an Governmental Entity in a jurisdiction where the Group Companies do not file Tax Returns that any Group Company may be subject to taxation by that jurisdiction and which claim has not been resolved; (l) none of the Group Companies have been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (m) no Group Company will be required to include any material item of income in, or exclude any material deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) adjustments under Section 481 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iv) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income Tax Law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income Tax Law), in each case, entered into or created on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; or (vi) prepaid amount received on or prior to the Closing Date, other than amounts reflected on the Purchased Assets other than Liens for Taxes which are not yet due Financial Statements and payable, nor are there any such Liens which are pending or threatened.amounts accrued in the Ordinary Course since then;

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.134.12 of the Seller Disclosure Schedules, with respect to the Business or the Assets: (ia) all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are the Seller due to have been filed through the date hereof (taking into account applicable extensions) of the Original Agreement in accordance with any applicable Laws have been duly filed (taking into account valid extensions) and are true, correct and complete in all material respects; (iib) all material Potential Successor Taxes due and owing by Sellers the Seller (whether or not shown on any Tax Return) have been paid in full full; (c) the amounts so paid on or before the date of the Original Agreement, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Seller, will be adequate based on the tax rates, applicable Laws and regulations in effect on the date of the Original Agreement to satisfy all liabilities for Taxes of the Seller in any jurisdiction through the Effective Time, including Taxes accruable upon income earned through the Effective Time; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are being diligently contested in good faith by appropriate proceedingsdue to be filed that would affect the Business or the Assets after the Effective Time; (iiie) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been paid in full, accrued on the books of Sellersthe Seller, or finally settled; (ivf) no Tax claims have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, threatened in writing, and no audit or investigation of any Tax Return is currently underway, pending or, to the Knowledge of the Seller, threatened; (vg) no claim the Seller has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viih) there are no outstanding waivers or agreements by any the Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, or notice of proposed reassessment of any property owned or leased by the Seller; and (viiii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 4.7 of the Parent Disclosure Schedule: (ia) all income and other material Tax Returns of Sellers on which are the Parent, Merger Sub I and Merger Sub II required to be reported Potential Successor Taxes and which are due by applicable Law to have been filed through the date hereof with any Governmental Entity have been duly and timely filed (taking into account applicable extensionsextensions of time to file) in accordance with any applicable Laws have been duly filed and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers Parent, Merger Sub I and Merger Sub II (whether or not shown on any Tax Return) have been timely paid in full (taking into account applicable extensions of time to pay); (c) there are no extensions of time in effect with respect to the dates on which any Tax Returns of Parent, Merger Sub I or Merger Sub II were or are being diligently contested in good faith by appropriate proceedings; due to be filed other than automatic extensions of time not exceeding seven (iii7) months; (d) all material deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns of Parent, Merger Sub I or Merger Sub II have been paid in full, accrued on the books of Sellers, full or finally settled; ; (ive) no claims for additional Taxes have been asserted in writing and no proposals or deficiencies for any Potential Successor Taxes of Parent, Merger Sub I or Merger Sub II are being asserted, or, to the knowledge of Parent, proposed or threatened, threatened in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxesno audit or investigation of any Tax Return of Parent, that such Seller Merger Sub I or Merger Sub II is or may be subject currently underway, pending or, to taxation with respect to Potential Successor Taxes; the knowledge of Parent, threatened; (vif) Sellers Parent, Merger Sub I and Merger Sub II have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; Person; (viig) there are no outstanding waivers or agreements by any Seller or on behalf of Parent or Merger Sub for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and none of Parent, Merger Sub I or Merger Sub II has waived any statute of limitations in respect of Taxes; (viiih) there are no Liens for Taxes on the Purchased Assets against any asset of Parent (other than Liens Permitted Liens); (i) Parent is not nor has been a party to any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2); (j) none of Parent, Merger Sub I or Merger Sub II has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code; (k) following the Domestication, Parent will be treated and classified for Taxes U.S. federal and applicable state and local Tax purposes as a domestic corporation (within the meaning of the Section 7701(a)(3)(C) of the Code). Merger Sub II is treated and classified for U.S. federal and applicable state and local Tax purposes as an entity which are not yet due is disregarded as an entity separate from Parent (within the meaning Section 301.7701-2 of the Treasury Regulations), and payableno election has or shall be made to treat Merger Sub II as anything other than a disregarded entity for U.S. federal income Tax purposes; and (l) none of Parent, nor are there Merger Sub I or Merger Sub II has taken, has agreed to take, or intends to take, in each case, any such Liens which are pending action that would reasonably be expected to prevent or threatenedimpede the Mergers from qualifying for the Intended Tax Treatment. None of Parent, Merger Sub I or Merger Sub II is aware of any fact or circumstance that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment.

Tax Returns; Taxes. (a) Except as otherwise disclosed on in Schedule 4.13: 3.14(a): (i) all material Tax Returns of Sellers on which are any of the Companies required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws law have been duly filed and are true, correct and complete in all respects (except that the S corporation income tax returns are correct and complete in all material respects) and have been prepared in substantial compliance with all applicable laws and regulations; (ii) all material Potential Successor Taxes due and owing by Sellers Taxes, deposits or other payments for which any of the Companies may have any liability through the date hereof (whether or not shown on any Tax Return) ), have been paid in full or are being diligently contested in good faith by appropriate proceedingsaccrued for as liabilities for Taxes on the books and records of the Companies; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of any of the Companies were or are due to be filed; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return Returns by a Governmental Entity have been paid in full, accrued on the books of Sellersthe Companies, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or to the Knowledge of the Shareholders, threatened, in writingand no audit or investigation of any Tax Return by a Governmental Entity is currently underway, pending or, to the Knowledge of the Shareholders, threatened; (vvi) since December 31, 1999, no claim has ever been made against any Seller by any Governmental Entity an authority in a jurisdiction where such Seller does in which any of the Companies do not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxesby that jurisdiction; (vivii) Sellers have each of the Companies has withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viiviii) there are no outstanding waivers or agreements by or on behalf of any Seller of the Companies for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any of the Companies or any other matter pending between any of the Companies and any taxing authority; (ix) none of the Companies has filed a consent under Section 341(f) of the Code; (x) none of the Companies has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xi) none of the Companies is a party to any Tax allocation or threatenedsharing agreement; (xii) none of the Companies has been a member of an affiliated group filing a consolidated U.S. federal income tax return; and (xiii) none of the Companies has any liability for the Taxes of any Person (other than a Company or a subsidiary) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (b) Except as set forth in Schedule 3.14(b), the Shareholders have delivered to Purchaser true and complete copies of all income Tax Returns (together with any agent's reports and any accountants' work papers) relating to the operations of each of the Companies for the years ending January 1, 2000, December 30, 2000, December 29, 2001.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: (ia) all material All Tax Returns of Sellers on which are returns, statements, reports and forms (including without limitation estimated Tax returns and reports and information returns and reports) required to be reported Potential Successor Taxes and which are due filed with any Tax Authority with respect to any Taxable period ending on or before the Closing, by or on behalf of any of the Companies (collectively, the "Tax Returns"), have been or will be properly completed and filed when due (including any extensions of such due date on or before the Closing date), and all amounts shown to be due thereon on or before the Closing have been or will be paid on or before such date. The Financial Statements fully accrue all actual and contingent liabilities for all unpaid Taxes with respect to all periods (or portions of such periods) through June 30,2004, and none of the Companies has or will incur any Tax liability in excess of the amount reflected on the Financial Statements (whether or not reflected as payable on any Tax Return that has been filed) with respect to such periods (or portions of such periods). All information set forth in the notes to the Financial Statements relating to Tax matters is true, complete and accurate in all respects. None of the Companies has or, to the Sellers' knowledge, will incur any Tax liability for periods (or portions of periods) after June 30, 2004 through the Closing Date other than in the ordinary course of business. Each of the Companies has withheld and paid to the applicable financial institution or Tax Authority all amounts required to be withheld except as set forth on Schedule 4.10(a). None of the Companies has been granted any extension or waiver of the limitation period applicable to any Tax Returns. (b) Except as set forth on Schedule 4.10(b), there is no claim, audit, action, suit, proceeding, or investigation now pending or to the Sellers' knowledge, threatened against or with respect to any of the Companies in respect of any Tax or assessment. No notice of deficiency or similar document of any Tax Authority has been received by the any of the Companies, 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 any of the Companies, adversely affect the liability of any of the Companies for Taxes. (c) The Sellers have previously provided or made available to the Purchaser true and correct copies of all Tax Returns filed through the date hereof of this Agreement. Each of the Sellers will make available to the Purchaser all Tax Returns filed after the date of this Agreement, all work papers with respect to Tax Returns, all Tax opinions and memoranda with respect to Taxes owed or potentially owed by any of the Companies, and all other Tax data and documents reasonably requested by the Purchaser. For purposes of this Agreement, the following terms have the following meanings: "Tax" (taking into account applicable extensionsand, 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, 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 Generalisee ("CSG"), Contribution Au Remboursement de la Dette Sociale ("CRDS"), contributions paid to unemployment insurance agencies ("ASSEDIC"), 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 accordance whole or in part on wages or salaries, governmental fee or other like assessment or charge of any kind whatsoever, together with any applicable Laws have been duly filed and are trueinterest or any penalty, correct and complete in all material respects; addition to tax or additional amount imposed by any governmental entity responsible for the imposition of any such tax (domestic or foreign) (a "Tax Authority"), (ii) all material Potential Successor Taxes due 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 and owing by Sellers (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies any liability for the payment of any amounts of the type described in Potential Successor Taxes asserted (i) or (ii) as a result of any examination of express or implied obligation to indemnify any Tax Return have been paid in full, accrued on the books of Sellers, or finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no outstanding waivers or agreements by any Seller for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (viii) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedperson.

Tax Returns; Taxes. (a) Except as otherwise disclosed on in Schedule 4.13: 4.10(a): (i) Flour and each Flour Subsidiary have filed all material Tax Returns of Sellers on which are required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) Effective Date in accordance with any applicable Laws have been duly filed law and are true, each such Tax Return is correct and complete in all material respects; (ii) all material Potential Successor Taxes due and owing owed by Sellers Flour or any Flour Subsidiary (whether or not shown on any Tax Return) have been paid in full or are being diligently contested in good faith by appropriate proceedingsand, since September 30, 2002, neither Flour nor any Flour Subsidiary has incurred any Tax liability outside the ordinary course of business; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed other than extensions with respect to the federal and state income and franchise Tax Returns for the year ended May 31, 2002; (iv) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any a Tax Return have been paid in full, accrued on the books of SellersFlour, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, could be expected to result in a proposed deficiency for any other period not so examined; (ivv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in writingand no audit or investigation of any Tax Return is currently underway, pending or threatened; (vvi) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller Flour does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where that it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxestaxation; (vivii) Sellers have Flour and each Flour Subsidiary has withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viiviii) there are no outstanding waivers or agreements by Flour or any Seller Flour Subsidiary for the extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Flour or any Flour Subsidiary or any other matter pending between Flour or any Flour Subsidiary and any taxing authority; and (viiiix) there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatened; (x) neither Flour nor any Flour Subsidiary has any liability for the Taxes of any Person (other than Flour and the Flour Subsidiaries) under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; and (xi) the unpaid Taxes of Flour and the Flour Subsidiaries (A) did not, as of September 30, 2002, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheet of Flour and its subsidiaries at September 30, 2002 and (B) do not exceed that reserve adjusted for passage of time through the date hereof in accordance with the past custom and practice of Flour and its subsidiaries in filing their Tax Returns.

Tax Returns; Taxes. Except as otherwise disclosed on Schedule 4.13: Section 4.10 of the Parent Disclosure Schedule: (ia) all income and other material Tax Returns of Sellers on which are Parent required to be reported Potential Successor Taxes and which are due to have been filed through the date hereof (taking into account applicable extensions) with any Governmental Entity in accordance with any applicable Laws Law have been duly and timely filed (taking into account extensions of time for filing) and are true, correct and complete in all material respects; ; (iib) all income and other material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) Parent have been paid in full or are being diligently contested in good faith by appropriate proceedings; (iii) all deficiencies in Potential Successor Taxes asserted as a result of any examination of any Tax Return have been timely paid in full, accrued ; (c) there are not currently any extensions of time in effect with respect to the dates on the books which any Tax Returns of Sellers, Parent were or finally settled; are due to be filed; (ivd) no claims for additional unpaid Taxes have been asserted in writing within the last three (3) years and no proposals or deficiencies for any Potential Successor Taxes of Parent are currently being asserted, proposed or or, to the Knowledge of Parent, threatened, in writing; and no audit or investigation of any Tax Return of Parent is currently underway, pending or, to the Knowledge of Parent, threatened; (ve) no claim Parent has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxeswithheld, and where it has not paid Potential Successor Taxesover to the appropriate Governmental Entity, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been withheld and paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; ; (viif) there are no outstanding waivers or agreements by any Seller or on behalf of Parent for the extension of time for the assessment of any material Potential Successor Taxes or any deficiency thereof; thereof and Parent has not waived any statute of limitations in respect of Taxes; (viiig) there are no Liens for Taxes against any asset of Parent (other than Permitted Liens); (h) Parent is not a party to any Tax allocation, indemnification, or sharing agreement under which Parent will have any liability for Taxes after the Closing (excluding customary indemnification provisions contained in commercial agreements entered into in the Ordinary Course the primary subject of which is not Taxes); (i) Parent has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Parent) and does not have any material liability for the Taxes of any Person (other than any Subsidiary of any group the common parent of which was Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, or by contract (excluding customary indemnification provisions contained in commercial agreements entered into in the Ordinary Course the primary subject of which is not Taxes); (j) Parent is not and has not been a party to any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2); (k) no written claim has ever been made by any Governmental Entity in a jurisdiction where Parent does not file Tax Returns that Parent may be subject to taxation by, or required to file a Tax Return in, that jurisdiction; (l) Parent is, and has been at all times since formation, treated as a corporation for U.S. federal (and applicable state and local) income Tax purposes; (m) Merger Sub is, and has been at all times since its formation, treated as an entity disregarded as separate from Parent for U.S. federal (and applicable state and local) income Tax purposes; (n) Parent will not be required to include any material item of income in, or exclude any material 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulations Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign income tax Law) or excess loss account described in Treasury Regulations Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign income tax Law), in each case, entered into or created on or prior to the Closing Date; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, other than amounts reflected on the Purchased Assets financial statements of Parent and amounts accrued in the Ordinary Course since then; or (vi) election described in Section 108(i) of the Code (or any corresponding or similar provision of state, local or foreign Law); (o) during the two (2)-year period ending on the date of this Agreement, Parent has not distributed stock of another Person, and has not had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code); (p) Parent has not had a permanent establishment (within the meaning of an applicable Tax treaty or convention between the United States and such foreign country), or otherwise been subject to taxation in any country other than Liens the country of its formation; and (q) Parent has not taken or agreed to take any action not contemplated by this Agreement that would reasonably be expected to prevent the exchanges pursuant to the Merger from qualifying for Taxes which are not yet due and payable, nor are there any such Liens which are pending or threatenedthe Intended Tax Treatment.