Common use of Tax Clause in Contracts

Tax. The Company (i) has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013.

Tax. The Company (ia) has prepared and filed all foreign, federal and state income and all other All Tax returns, reports Tax reports, information returns, declarations of estimated Tax and other declarations and statements with respect to Taxes (collectively, “Tax Returns”) required to have been filed by or with respect to the Company and each Subsidiary have been timely filed (taking into account any jurisdiction to which it is subject, (iiextensions) has paid and all such Tax Returns are complete and accurate and disclose all Taxes required to be paid by or with respect to the Company and other governmental assessments and charges that are material in amounteach Subsidiary for the periods covered thereby, except for Tax Returns the failure of which to file would not have a Material Adverse Effect. All Taxes (whether or not shown on such returns, reports and declarationsany Tax Return) for which the Company or any Subsidiary may be liable have been timely paid, except those being contested in good faith, with respect for Taxes the failure of which to which adequate reserves pay would not have been set aside on the books of the a Material Adverse Effect. The Company and (iii) has each Subsidiary have set aside on its books provisions provision reasonably adequate for the payment of all material Taxes for periods subsequent to the periods to which such returns, reports or declarations Tax Returns apply, except, in the case of clauses . (ib) and (ii) above, Except where the failure to so pay or file any such Tax, assessment, charge or return unpaid Tax would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owedhave a Material Adverse Effect, there are no unpaid taxes in any material amount Taxes claimed in writing to be due by the taxing Taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to , and the officers of the Company and each Subsidiary know of no basis for any such claim. The provisions for Taxes payable, if any, shown on the financial statements filed with the SEC Documents are sufficient for all accrued and unpaid Taxes, whether or not disputed, and for all periods to and including the Company Subsidiaries. dates of such financial statements. (c) Neither the Company nor the Company Subsidiaries any Subsidiary is a party to any claim, dispute, audit, pending Action or bound proceeding, nor is any such claim, dispute, Action or proceeding threatened by any Tax allocation Taxing authority, for the assessment or sharing agreement other than customary agreements collection of any Taxes and no claim for the primary purpose assessment or collection of which is unrelated any Taxes has been asserted against the Company or any Subsidiary that has not been settled with all amounts due having been paid. (d) No lien with respect to Taxes has been filed and no deficiency or addition to Taxes. , interest or penalties for any Taxes with respect to any income, properties or operations of the Company or any Subsidiary has been proposed, asserted or assessed against the Company or any Subsidiary. (e) The Company and each Subsidiary has complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes, including sales and use Taxes, and has withheld and paid over all amounts required by Applicable Laws to be withheld and paid from the wages or salaries of employees, and neither the Company nor any Subsidiary is liable for any Taxes for failure to comply with such Applicable Laws. (f) No claim, or notice of claim, has ever been made by an authority in a jurisdiction where the Company or a Subsidiary does not file Tax Returns that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction. (g) Neither the Company nor the Company Subsidiaries (A) any Subsidiary has been a member of an "affiliated group" group of corporations within the meaning of Section 1504(a) of the Code filing a consolidated combined federal income Tax return (other than a group or any similar provision of non-U.S., state or local Law) nor does the common parent Company or any Subsidiary of which was Company) or (B) has the Company have any liability for the Taxes of any other Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section Regulations § 1.1502-6 (or any similar provision of state, local, or non-U.S. law)U.S., as a transferee state or successorlocal Law) or otherwise, otherwise by operation other than the consolidated group of Law or by contract. Within which the last two Company is currently the parent corporation. (2h) years, neither Neither the Company nor the Company Subsidiaries any Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, engaged in a any transaction that was purported could give rise to a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and Treasury Regulations promulgated thereunder (or intended to be governed in whole any similar provision of non-U.S., state or in part by Code §355 or Code §361. local Law). (i) The Company is, and has given the Investors an opportunity to review correct and complete copies of at all Tax Returns filed with respect to taxable periods ending after December 31times been, 2013classified as a corporation for U.S. federal income tax purposes.

Tax. The (a) Each Group Company has within the time and in the manner prescribed by law: (i) has prepared and duly filed with the appropriate taxing authorities all foreign, federal and state income and all other Tax returns, reports and declarations Returns required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due filed by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the relevant Group Company or with respect to their assets, and all such Tax Returns are true, correct and complete in all material respects; (ii) timely paid in full all Taxes shown to be due on such Tax Returns or otherwise due and payable with respect to the relevant Group Company or the assets of the relevant Group Company; and (iii) complied with all applicable laws, rules and regulations relating to the withholding of Taxes and the payment of withheld Taxes. (b) The Tax Returns referred to in paragraph (a) above are not currently the subject of any audit or other proceeding by a tax administration or any local or foreign Governmental Authority and no such audit or proceeding is threatened against the relevant Group Company. (c) There are no Encumbrances for Taxes upon the assets of any Group Company. (d) No Group Company Subsidiarieshas received any notice of deficiency or assessment from any national, local or foreign Governmental Authority with respect to any liability for Taxes or with respect to its business or the assets of the relevant Group Company, which liability has not been fully paid or finally settled. Neither No administrative, judicial or other proceeding is presently pending with respect to any Taxes or Tax Returns of any Group Company or with respect to the business or the assets of any Group Company. (e) All necessary information, notices, accounts, statements, reports, computations, assessments and returns which ought to have been made or given, have been properly and duly submitted by each Group Company to the tax authorities and all information, notices, computations, assessments and returns submitted to the tax authorities are true and accurate and are not the subject of any dispute with a value in excess of RUB 40,000,000 (forty million roubles) nor are likely to become the subject of any dispute with a value in excess of RUB 40,000,000 (forty million roubles) with such authorities. (f) All Taxation of any nature whatsoever for which any Group Company Subsidiaries is a party liable to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) account has been a member duly paid (insofar as such Taxation ought to have been paid) and without prejudice to the generality of an "affiliated group" filing a consolidated federal income Tax return the foregoing each Group Company has made all such deductions and retentions as it was obliged or entitled to make and all such payments as should have been made. (g) No Group Company has within the past twenty-four months received any notice of enquiry or suffered any enquiry, investigation audit or visit by the tax authorities (other than a group an audit visit made by the common parent tax authorities in the Ordinary Course of which was Company) Business), and no such enquiry, investigation audit or (B) has any liability visit, so far as the Investor is aware, is planned for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013next twelve months.

Tax. The Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) (i) has prepared and all Tax Returns required to be filed all foreign, federal and state income and all other Tax returns, reports and declarations required with any Governmental Authority by or on behalf of the Company or any jurisdiction of its Subsidiaries have been timely filed when due (taking into account any extension of time within which to which it is subject, file); (ii) has paid all such Tax Returns are true, accurate and complete and have been prepared in compliance with all applicable Laws; (iii) all Taxes due and other governmental assessments and charges payable by the Company or any of its Subsidiaries (including any Taxes that are material required to be collected, deducted or withheld in amountconnection with any amounts paid or owing to, whether or not shown on such returnsreceived or owing from, reports any employee, creditor, independent contractor or other Third Party) have been timely paid (or collected or withheld and declarationsremitted) to the appropriate Governmental Authority, except those for Taxes or Tax matters being contested in good faith, with respect to faith and for which adequate reserves have been set aside established in accordance with GAAP in the Company SEC Documents filed prior to the date of this Agreement; (iv) since January 1, 2018, no written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return of a particular type that the Company or any of its Subsidiaries is or may be subject to Tax, or required to file Tax Returns, of such type in that jurisdiction, other than any such claims that have been fully resolved; and (v) there are no Encumbrances on any of the books assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax (except for Permitted Encumbrances); (b) each of the Company and (iii) its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of complied with all Taxes for periods subsequent applicable Laws relating to the periods withholding of Taxes and has, within the time and the manner prescribed by applicable Law, withheld from and paid over to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected appropriate Governmental Authorities all amounts required to be material to the Company so withheld and the Company Subsidiaries. Other than paid over under all applicable Laws; (c) no outstanding written claim has been received by, and no audit, action, or proceeding is in connection with accrued state sales taxes that may be owedprogress or threatened in writing, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits against or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries in respect of any Tax, and all deficiencies, assessments or proposed adjustments asserted against the Company Subsidiaries. Neither or any of its Subsidiaries by any Governmental Authority have been paid or fully and finally settled; (d) neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company its Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (Bi) has any liability Liability for the Taxes of any Person (other than the Company and the Company or any of their respective Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, local or non-U.S. lawforeign Tax Law), as a transferee or successor, or otherwise by operation of Law Law, (ii) is a party to any Tax sharing, allocation or by contract. Within indemnification agreement or arrangement (other than (x) any agreement or arrangement solely among the last two Company or any of their respective Subsidiaries, or (2y) yearscommercial agreements or arrangements entered into in the ordinary course, the primary subject matter of which does not relate to Taxes), (iii) has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) or (iv) is, or since January 1, 2018 has been, a member of any affiliated, combined, consolidated, unitary or similar group filing a consolidated, combined, unitary or similar income Tax Return (other than a group the common parent of which is the Company or any of their respective Subsidiaries); (e) no waiver or extension of any statute of limitations in respect of any Taxes or any extension of time with respect to any Tax assessment or deficiency is in effect for the Company or any of its Subsidiaries (other than extensions of time to file Tax Returns obtained automatically in the ordinary course of business); (f) neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations; (g) during the five-year period ending on the date of this Agreement, neither the Company nor the Company any of its Subsidiaries has distributed stock of another Person, been either a “distributing corporation” or has had its stock distributed by another Person, a “controlled corporation” in a transaction that was purported distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355(a) of the Code; and (h) no amounts are reasonably expected to be governed payable to Qurate or any other Person by the Company or any of its Subsidiaries as a result of obligations arising pursuant to the Tax Sharing Agreement, dated as of March 9, 2018 (the “Qurate TSA”), between Qurate and Grizzly Merger Sub 1, LLC, a Delaware limited liability company (successor to GCI Liberty, Inc., a Delaware corporation) (“Grizzly Merger Sub”), and to which the Company became a party pursuant to that certain Assumption and Joinder Agreement to the Tax Sharing Agreement, dated as of August 6, 2020, by and among the Company, Grizzly Merger Sub and Qurate; the statute of limitations for all material Taxes which are covered by the Qurate TSA are closed and no outstanding written claim has been received and no audit, action, or proceeding is in whole progress or threatened in part by Code §355 writing, for which the Company or Code §361. The Company has given any of its Subsidiaries may reasonably be expected to have liability under the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Qurate TSA.

Tax. The (a) If it is determined that the Company or any of its Subsidiaries has been, is, or is likely to be, a PFIC, the Company shall provide the Investors with all information reasonably available to the Company and any of its Subsidiaries to permit the Investors to (i) has prepared accurately prepare all tax returns and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by comply with any jurisdiction to which it is subjectreporting requirements as a result of such determination, (ii) has paid all Taxes and other governmental assessments and charges that are material in amountthe event the Company is a PFIC, whether or not shown on such returnsmake any election (including, reports and declarationswithout limitation, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books a “qualified electing fund” election under Section 1295 of the Company and (iiiCode) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries, as may be relevant, and comply with any reporting or other requirements incident to such election, and (iii) in the event the Company Subsidiaries. Neither is likely to be a PFIC, file a “protective statement” pursuant to Section 1295 of the Code with respect to the Company nor or any of its Subsidiaries, as may be relevant, and comply with any reporting or other requirements incident to such statement. The Company will promptly notify the Investors of any assertion by the United States Internal Revenue Service that the Company or any of its Subsidiaries is, or is likely to be, a PFIC. (b) For any taxable year during which the Company or any of its Subsidiaries is a party to or bound by CFC at any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither time, the Company nor shall make available to the Investors the information needed by it to timely and accurately file a Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations (including profit and loss balance sheets), and such other information reasonably necessary for the Investors to prepare all tax returns and comply with any reporting requirements as a result of such CFC status. (c) For the avoidance of doubt, the Company Subsidiaries shall provide the information required to be provided to the Investors under Subsections 5.14(a) and (Ab) has been in a member timely manner, but in no case later than three months after the close of an "affiliated group" filing a consolidated federal income Tax return every taxable year. (other than a group d) Notwithstanding anything in this Investors’ Rights Agreement to the common parent of which was Company) or (B) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) yearscontrary, neither the Company nor any Holder shall take any action that would cause any Investor to recognize income in excess of a corresponding amount of cash distributed to the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Investor.

Tax. The Company (ia) has prepared All Buyer Entities have timely filed with the appropriate Taxing authorities all material Tax Returns in all jurisdictions in which such Tax Returns are required to be filed, and filed such Tax Returns are correct and complete in all foreign, federal material respects. None of the Buyer Entities is the beneficiary of any extension of time within which to file any Tax Return (other than any extensions to file Tax Returns obtained in the Ordinary Course and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, automatically granted). All material Taxes of the Buyer Entities (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports any Tax Return) that are due have been fully and declarations, except those timely paid. There are no Liens for any material amount of Taxes (other than a Lien for Taxes not yet due and payable or that are being contested in good faith, with respect to which adequate reserves have been set aside faith by appropriate proceedings) on the books any of the Company and (iii) Assets of any of the Buyer Entities. No claim has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, been made in the case last six years in writing by an authority in a jurisdiction where any Buyer Entity does not file a Tax Return that such Buyer Entity may be subject to Taxes by that jurisdiction. (b) None of clauses (i) and (ii) above, where the failure to so pay Buyer Entities has received any written notice of assessment or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than proposed assessment in connection with accrued state sales taxes that may be owedany material amount of Taxes, and there are no unpaid taxes in any material amount claimed threatened in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax or pending disputes, claims, audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by examinations regarding any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes of any Person Buyer Entity or the Assets of any Buyer Entity. None of the Buyer Entities has waived any statute of limitations in respect of any Taxes. (other than c) Each Buyer Entity has complied in all material respects with all applicable Laws relating to the Company withholding of Taxes and the Company Subsidiariespayment thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the Internal Revenue Code or similar provisions under foreign Law. (d) under Treasury Regulation Section 1.1502During the two-6 (year period ending on the date hereof, none of the Buyer Entities was a distributing corporation or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, controlled corporation in a transaction that was purported or intended to be governed by Section 355 of the Internal Revenue Code. During the five-year period ending on the date hereof, none of the Buyer Entities was a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code. (e) None of the Buyer Entities have participated in whole or in part by Code §355 or Code §361. The Company has given any “reportable transaction” within the Investors an opportunity to review correct and complete copies meaning of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Treasury Regulation Section 1.6011-4.

Tax. The Company Except as set forth in the Balance Sheet (including the notes thereto), (i) has prepared and filed all foreign, federal and state income and all other Tax returns, statements, reports and declarations forms (collectively, the “Returns”) that are required by Applicable Law to be filed with any jurisdiction Taxing Authority on or before the Closing Date with respect to which it is subjectany Pre-Closing Tax Period by, or with respect to, the Company or any of its Subsidiaries has been, or will be, timely filed on or before the Closing Date; (ii) each of the Company and its Subsidiaries has timely paid all Taxes; (iii) the Returns that have been filed are true, correct and complete, (iv) the charges, accruals and reserves for Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside the Company and any of its Subsidiaries reflected on the books of the Company and (iii) has set aside on its books provisions reasonably are adequate to cover material Tax liabilities accruing for the payment period(s) stated in such books of all Taxes for periods subsequent the Company; (v) there is no action, suit, proceeding, investigation, audit or claim now proposed, or to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority knowledge of any jurisdiction. No (x) U.S. federal tax audits Seller, threatened or (y) administrative pending, against or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries in respect of any material Tax; (vi) each of the Company and its Subsidiaries have complied in all material respects with all Tax Law relating to the collection and withholding of Taxes and all such Taxes have been duly paid within the time and in the manner prescribed by Applicable Law by or on behalf of the Company and its Subsidiaries. ; (vii) Neither the Company nor the Company any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes of any other Person (other than the Company and the Company SubsidiariesA) under Treasury Regulation Regulations Section 1.1502-6 6, (or any similar provision of state, local, or non-U.S. law), B) as a transferee or successor, otherwise by operation of Law or (C) by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013.;

Tax. The Company Except as otherwise set forth in Section 6.23 of the Noble Disclosure Document: (i) Each of the material Tax Returns required to be filed by or on behalf of Noble or its Affiliates with any governmental body with respect to any taxable period ending on or before the Closing Date (the “Noble Group Returns”): (a) has been or will be filed on or before the applicable due date (including any extensions of such due date); and (b) has been, or will be when filed, prepared and filed in all foreign, federal and state income and material respects in compliance with all other Tax returns, reports and declarations required by any jurisdiction applicable legal requirements. All amounts shown on the Noble Group Returns to which it is subject, be due on or before the Closing Date have been or will be paid on or before the Closing Date. (ii) has paid The most recent audited balance sheet for Noble included in the Noble SEC Documents fully accrues all actual and contingent liabilities for Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on all periods through the books date of this Agreement in accordance with US Accounting Principles, except for liabilities for Taxes incurred since the date of such balance sheet in the operation of the Company business of Noble and (iii) has set aside on its books provisions reasonably Affiliates. Noble will establish, prior to the Closing Date, in the ordinary course of business and consistent with its past practice, reserves adequate for the payment of all Taxes for periods subsequent the period from the date of such balance sheet through the Closing Date. (iii) Neither Noble nor any of its Affiliates nor any Noble Group Return is currently subject to (or since December 31, 2003 has been subject to) an audit by any governmental body. No extension or waiver of the periods limitation period applicable to any of the Noble Group Returns has been granted (by Noble or any other Person), and no such extension or waiver has been requested from Noble or any of its Affiliates. (iv) No claim or legal proceeding is pending or, to Noble’s Knowledge, has been threatened in writing against or with respect to Noble or any of its Affiliates in respect of any material Tax. There are no unsatisfied liabilities for material Taxes with respect to any notice of deficiency or similar document received by Noble or any of its Affiliates with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document that are being contested in good faith by Noble and its Affiliates and with respect to which such returns, reports or declarations apply, except, adequate reserves for payment have been established on the balance sheet identified in the case of clauses (i) and subsection (ii) above. There are no liens for material Taxes upon any of the assets of any of Noble or any of its Affiliates except liens for Taxes not yet due and payable. None of Noble or any of its Affiliates has been, and none of them will be, required to include any material adjustment in taxable income for any tax period (or portion thereof) ending after the Closing Date pursuant to Section 481 or 263A of the Code (or any comparable provision of state or foreign Tax laws) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. (v) No written notice has ever been delivered by any governmental body to Noble or any of its Affiliates in a jurisdiction where the failure it does not file a Tax Return that it is or may be subject to so pay taxation by that jurisdiction which has resulted or file any such Tax, assessment, charge or return would not could reasonably be expected to be result in an obligation to pay material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there Taxes. (vi) There are no unpaid taxes in contracts, arrangements or understandings (whether or not legally binding) relating to allocating or sharing of Taxes to which Noble or any material amount claimed in writing to be due by the taxing authority of its Affiliates is a party. Neither Noble nor any of its Affiliates is liable for Taxes of any jurisdiction. No (x) U.S. federal tax audits other Person, or (y) administrative or judicial Tax proceedings is currently under any contractual obligation to indemnify any Person with respect to U.S. federal tax are pending any amounts of such Person’s Taxes (except for customary agreements to indemnify lenders or being conducted with security holders in respect to the Company of Taxes) or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to any contract, arrangement or bound understanding providing for payments by Noble or any Tax allocation of its Affiliates with respect to any amount of Taxes of any other Person. (vii) Neither Noble nor any of its Affiliates has constituted either a “distributing corporation” or sharing agreement other than customary agreements a “controlled corporation” within the primary purpose meaning of which is unrelated to TaxesSection 355(a)(1)(A) of the Code within the previous two years. Neither Noble nor any of its Affiliates is or has been a United States real property holding corporation within the Company meaning of Section 897(c)(2) of the Code. (viii) Neither Noble nor the Company Subsidiaries (A) any of its Affiliates has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group of corporations within the common parent meaning of which was Company) Section 1504 of the Code or (B) has any liability for within the Taxes meaning of any Person (similar legal requirement to which Noble or any of its Affiliates may be subject, other than the Company and affiliated group of which Noble is the Company Subsidiariescommon parent. (ix) under Treasury Regulation Section 1.1502-6 Noble has delivered to Arcelor (or any similar provision including by posting of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2such documents to an electronic data room to which Arcelor representatives have been granted access) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct accurate and complete copies of all income Tax Returns of Noble and its Affiliates for all Tax years that remain open or are otherwise subject to audit, as well as all other material Tax Returns of Noble and its Affiliates filed with respect to taxable periods ending after since December 31, 20132003. (x) Noble has disclosed on its federal income Tax Returns all positions that would be likely to give rise to a material understatement penalty within the meaning of Section 6662 of the Code or any similar legal requirements imposed by foreign taxing jurisdictions. (xi) Neither Noble nor any of its Affiliates has participated in, or is currently participating in, a “Listed Transaction” or a “Reportable Transaction” within the meaning of US Department of the Treasury Regulation Section 1.6011-4(b)(2) or similar transaction under any corresponding or similar legal requirement.

Tax. (a) The Company has timely filed with the appropriate Governmental Body all Tax Returns that the Company was required to have filed. All Tax Returns filed by the Company are true, correct and complete in all material respects. All Taxes owed (or required to be remitted) by the Company (whether or not shown or required to be shown on any Tax Return) have been timely paid to the appropriate Governmental Body. (b) To the Knowledge of the Company and the Sellers, no claim has been made by any Governmental Body in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to the payment, collection or remittance of any Tax of that jurisdiction or is otherwise subject to taxation by that jurisdiction. To the Knowledge of the Company and the Sellers, there are no Encumbrances on any of the assets of the Company that arose in connection with, or otherwise relate to, any failure (or alleged failure) to pay any Tax. Schedule 4.13 (i) contains a list of all states, territories and other jurisdictions (whether domestic or foreign) in which the Company has filed a Tax Return at any time during the six-year period ending on the date hereof, (ii) identifies those Tax Returns that have been audited, (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 Sellers, (v) identifies those Tax Returns that are due to be filed within 90 days after the date hereof and (vi) contains a complete and accurate description of all material Tax elections that were made by or on behalf of the Company. The Company has delivered or made available to the Buyer true, correct and complete copies of all Tax Returns filed by, and all examination reports, and statements of deficiencies assessed against or agreed to by, the Company during the six-year period ending on the date hereof. (c) The Company (i) has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has never been a member of an "affiliated group" Affiliated Group filing a consolidated federal income Tax tax return (other than a group the common parent of which was the Company) or ), (Bii) has never been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company owe any amount under any such agreement, (iii) does not have any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) person under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, locallocal or foreign law, and including any arrangement for group relief within a jurisdiction or non-U.S. lawsimilar arrangement), as a transferee or successor, otherwise by operation of Law or by contract. Within , or otherwise, and (iv) has never been a party to any joint venture, partnership or other agreement or arrangement that could be treated as a partnership for Tax purposes. (d) The Company has never constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for a tax-free treatment under Code Section 355. (e) The Company has withheld or collected, and timely paid to the last two appropriate Governmental Body, all Taxes required to have been withheld or collected and remitted, and complied with all information reporting and back-up withholding requirements, and has maintained all required records with respect thereto, in connection with amounts paid or owing to any employee, customer, creditor, stockholder, independent contractor, or other third party. (2f) yearsThere is no basis for any Governmental Body to, and neither Sellers nor any director or officer (or employee responsible for Tax matters) of the Company nor expects any Governmental Body to, assess any additional Taxes for any period. There is no dispute or claim concerning any Liability for Taxes paid, collected or remitted (or to be paid, collected or permitted) by the Company Subsidiaries either (i) claimed or raised by any Governmental Body in writing or (ii) as to which any of the Sellers or 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 Code §355 or Code §361Knowledge. The Company has given the Investors an opportunity to review correct and complete copies not waived any statute or period of all Tax Returns filed limitations with respect to taxable periods any Tax or agreed, or been requested by any Governmental Body to agree, to any extension of time with respect to any Tax. No extension of time within which to file any Tax Return of the Company has been requested, granted or currently is in effect. (g) Since the Interim Date, the Company has not incurred any Liability for Taxes outside the ordinary course of business. (h) The Company has not, directly or indirectly, participated in any transaction (including, the transactions contemplated by this Agreement) that would constitute (i) a "reportable transaction" or "listed transaction" as defined in Treasury Regulation Section 1.6011-4 or (ii) a "tax shelter" as defined in Code Section 6111 and the Treasury Regulations thereunder. (i) 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 December 31the Closing Date, 2013including as a result of: (i) a "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date; (ii) change in method of accounting under Code Section 481(c); (iii) deferred intercompany gain or excess loss account under Treasury Regulations under Code Section 1502; (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) Schedule 4.13 lists each agreement, contract, plan or other arrangement (whether or not written and whether or not an Employee Benefit Plan) to which the Company is a party that is a "nonqualified deferred compensation plan" within the meaning of Code Section 409A and the Treasury Regulations thereunder. Each such nonqualified deferred compensation plan (i) complies, and is operated and administered in accordance, with the requirements of Code Section 409A, the Treasury Regulations thereunder and any other IRS guidance issued thereunder and (ii) has been operated and administered in good faith compliance with Code Section 409A from the period beginning on the adoption of such nonqualified deferred compensation plan.

Tax. The Company Except as would not have, individually or in the aggregate, a Material Adverse Effect: (ia) has prepared All Tax Returns required to be filed by the Acquired Companies have been filed in the prescribed form and filed all foreign, federal and state income within the prescribed time and all other such Tax returnsReturns are true, reports complete and declarations required by any jurisdiction to which it is subject, correct; (iib) Each of the Acquired Companies has duly and timely paid all Taxes due and other governmental assessments and charges that are material in amount, payable whether or not shown on such returnsany Tax Return, reports and declarations, except those being contested including all installments on account of Taxes for the current year; (c) There are no Liens for Taxes against any of the Acquired Companies; (d) Each of the Acquired Companies has not (i) waived any statute of limitations in good faith, respect of Taxes or (ii) agreed to any extension of time with respect to which adequate reserves a Tax assessment or deficiency; (e) No deficiencies exist or, to Seller’s Knowledge, have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings asserted with respect to U.S. federal tax are pending or being conducted with respect to Taxes of any of the Acquired Companies; and no Acquired Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to any action or bound proceeding for assessment or collection of Taxes, nor, to Seller’s Knowledge, has such an event been asserted or threatened against any of the Acquired Companies, or any of their assets; (f) Each of the Acquired Companies has duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any Tax allocation amount paid or sharing agreement other than customary agreements the primary purpose of which is unrelated credited or deemed to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) be paid or (B) has any liability credited by it to or for the Taxes account of any Person (Person) and has duly and timely remitted to the appropriate tax authority such Taxes and other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise amounts required by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 remitted by it; and (g) Each of the Acquired Companies has duly and timely collected all amounts on account of any sales or in part transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Code §355 or Code §361. The Company Law to be collected by it and has given duly and timely remitted to the Investors an opportunity appropriate authority any such amounts required by Law to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013be remitted by it.

Tax. The Company (i) The Company and its Subsidiaries each (A) has prepared and filed all foreignUnited States federal, federal state and state income local and all other material foreign Tax returns, reports and declarations required by any jurisdiction to which it is subjectsubject (or obtained valid extensions thereof), (iiB) has paid all of Taxes and other governmental assessments and charges that are material in amount, due and payable (whether or not shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company ) and (iiiC) has set aside on its books provisions provision reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there There are no unpaid taxes in any material amount Taxes claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits All such Tax returns, reports and declarations were correct and complete in all material respects. None of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or (y) administrative or judicial Tax proceedings agreed to any extension of time with respect to U.S. federal tax are pending a Tax assessment or being conducted with respect to deficiency. (ii) Each of the Company and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (iii) No director or officer (or employee responsible for Tax matters) of the Company and its Subsidiaries, expects any authority to assess any additional Taxes for any period for which Tax returns have been filed. Neither There is no dispute or claim concerning any Tax liability of any of the Company nor and its Subsidiaries either (A) claimed or raised by any authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of the Company and its Subsidiaries is a party to or bound by has knowledge based upon personal contact with any Tax allocation or sharing agreement other than customary agreements the primary purpose agent of which is unrelated to Taxes. Neither such authority. (iv) None of the Company nor the Company and its Subsidiaries (A) has been a member of an "affiliated group" group filing a consolidated federal income Tax return (other than a an affiliated group the common parent of which was the Company) or (B) has any liability for the Taxes of any Person person (other than any of the Company and the Company its Subsidiaries) under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or non-U.S. foreign law), or as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013otherwise.

Tax. The Company Except as set forth in the Balance Sheet (iincluding the notes thereto) has prepared and filed or on Schedule 3.18: (a) all foreign, federal and state income and all other Tax returns, statements, reports and declarations forms (collectively, the “Returns”) that are material and required by to be filed with any jurisdiction Taxing Authority at or before the Effective Time with respect to which it is subjectany Pre-Closing Tax Period by, or with respect to, the Company or any Company Subsidiary have been, or will be, timely filed at or before the Effective Time; (iib) has the Company and the Company Subsidiaries have timely paid all Taxes shown as due and other governmental assessments payable on the Tax Returns that have been filed; (c) the Returns that have been filed are, and charges all Returns that are required to be filed at or before the Effective Time shall be, true, correct and complete in all material in amountrespects; (d) neither the Company nor any Company Subsidiary currently is the beneficiary of any extension of time within which to file any Tax Return, whether and there are no outstanding written requests, agreements, consents or not shown on such returnswaivers to extend the statutory period of limitations applicable to the assessment of any Taxes against the Company or any Company Subsidiary; (e) the charges, reports accruals and declarations, except those being contested in good faith, reserves for Taxes with respect to which adequate reserves have been set aside the Company and the Company Subsidiaries reflected on the books of the Company and (iii) has set aside on its books provisions reasonably the Company Subsidiaries are adequate to cover material Tax liabilities accruing through the end of the last period for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other Subsidiaries ordinarily record items on their respective books; (f) neither the Company nor any Company Subsidiary has incurred a Tax liability from the Balance Sheet Date other than a Tax liability in connection with accrued state sales taxes that may be owedthe ordinary course of business; (g) there is no action, there are no unpaid taxes suit, proceeding, investigation, audit or claim now in any material amount claimed in writing progress or pending or, to be due by the taxing authority Knowledge of any jurisdiction. No (x) U.S. federal tax audits the Company, threatened against or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any Company Subsidiary in respect of any material Tax; (h) each of the Company Subsidiaries. Neither and the Company Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party; (i) no claim in writing has been made by a Tax Authority in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that the Company or any Company Subsidiary is subject to taxation by that jurisdiction; (j) neither the Company nor the any Company Subsidiaries Subsidiary is a party to or bound by any Tax agreement providing for the allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither , and neither the Company nor the any Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) Subsidiary has any liability for the Taxes of any Person person (other than the Company and the or Company SubsidiariesSubsidiary) under Treasury Regulation Section Treas. Reg. §1.1502-6 (or any similar provision of state, local, local or non-U.S. lawforeign Law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two , or otherwise; (2k) years, neither the Company nor any Company Subsidiary has been a party to any distribution occurring during the last two years in which the parties to such distribution treated the distribution as one to which Section 355 or Section 361 of the Code is applicable; (l) neither the Company Subsidiaries nor any Company Subsidiary has distributed stock entered into any transactions that are or would be part of another Personany “reportable transaction” under Sections 6011, 6111 or 6112 of the Code (or any similar provision under any state or local law); and (m) neither the Company nor any Company Subsidiary will be required to include any item of income in, or has had its stock distributed by another Personexclude any item of deduction from, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods income for any taxable period ending after December 31the Effective Time as a result of any (i)(A) change in method of accounting either imposed by the Internal Revenue Service or voluntarily made by the Company or any Company Subsidiary on or prior to the date hereof, 2013or (B) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign income Tax law), executed or agreed to on or prior to the date hereof, (ii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local, or foreign income Tax law) or (iii) installment sale or open transaction disposition made on or prior to the Effective Time.

Tax. The Company (i) has prepared and filed all foreignExcept as would not, federal and state income and all other Tax returnsindividually or in the aggregate, reports and declarations required by any jurisdiction reasonably be expected to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are have a material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside adverse effect on the books Company and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents, or as set forth on Section 3.17 of the Company Disclosure Letter: (a) (1) all Tax Returns required to be filed with any Governmental Authority by or on behalf of the Company or any of its Subsidiaries have been timely filed when due (taking into account any extension of time within which to file); (2) all such Tax Returns are true, accurate and complete and have been prepared in compliance with all applicable Laws; (3) all Taxes due and payable by the Company or any of its Subsidiaries (including any Taxes that are required to be collected, deducted or withheld in connection with any amounts paid or owing to, or received or owing from, any employee, creditor, independent contractor or other Third Party) have been timely paid (or collected or withheld and remitted) to the appropriate Governmental Authority; and (iii4) has set aside on the Company and its books provisions reasonably adequate for Subsidiaries have complied with all Laws regarding the payment collection, deduction and withholding of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, (including information reporting); except, in the each case of clauses (i) through (iv), for Taxes or Tax matters being contested in good faith and for which adequate reserves have been established in accordance with GAAP in the Company SEC Documents filed prior to the date hereof; (iib) abovesince January 1, 2015, no written claim has been made by any Governmental Authority in a jurisdiction where the failure Company or any of its Subsidiaries does not file a Tax Return of a particular type that the Company or any of its Subsidiaries is or may be subject to so pay Tax, or required to file Tax Returns, of such type in that jurisdiction, other than any such Tax, assessment, charge claims that have been fully resolved or return would not reasonably be expected to be material for which adequate reserves have been established in accordance with GAAP in the Company SEC Documents filed prior to the Company and date hereof; (c) there are no Encumbrances on any of the assets of the Company Subsidiaries. Other than or any of its Subsidiaries that arose in connection with accrued state sales taxes that may be owedany failure (or alleged failure) to pay any Tax (except for Permitted Encumbrances); (d) (i) no outstanding written claim has been received by, there are and no unpaid taxes audit, action, or proceeding is in any material amount claimed progress or threatened in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits writing, against or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries in respect of any Tax, and (ii) all deficiencies, assessments or proposed adjustments asserted against the Company Subsidiaries. Neither or any of its Subsidiaries by any Governmental Authority have been paid or fully and finally settled; (e) neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company its Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (Bi) has any liability Liability for the Taxes of any Person (other than the Company and the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, local or non-U.S. lawforeign Tax Law), as a transferee or successor, or otherwise by operation of Law Law, (ii) is a party to any Tax sharing, allocation or by contract. Within indemnification agreement or arrangement (other than (x) any agreement or arrangement solely among the last two Company or any of its Subsidiaries, (2y) yearscommercial agreements or arrangements the primary subject matter of which does not relate to Taxes or (z) the Tax Sharing Agreement or Tax Sharing Agreement Joinder) or (iii) has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law); (f) no waiver or extension of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency is in effect for the Company or any of its Subsidiaries; (g) neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations; and (h) other than the Split-Off, during the five-year period ending on the date of this Agreement, neither the Company nor the Company any of its Subsidiaries has distributed stock of another Person, been either a “distributing corporation” or has had its stock distributed by another Person, a “controlled corporation” in a transaction that was purported distribution of stock qualifying or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given qualify for tax-free treatment under Section 355(a) of the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Code.

Tax. The Company Except as set forth in Schedule 3.17: (ia) has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books each of the Company and (iii) its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports timely filed or declarations apply, except, joined in the case filing of clauses (itaking into account extensions) all income and (ii) above, where the failure other material Tax Returns required to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted have been filed with respect to the Company and its Subsidiaries and has timely paid in full (or had paid in full on its behalf) all Taxes shown as due with respect to such Tax Returns and all other income and other material Taxes otherwise required to be paid by the Company or any of its Subsidiaries, and with respect to any period for which Tax Returns have not yet been filed or for which Taxes of the Company or its Subsidiaries are not yet due or payable, adequate accruals for such Taxes on the Financial Statements as required by GAAP have been made, and all such Tax Returns required to be filed by the Company or any of its Subsidiaries are correct and complete in all material respects; (b) there are no Liens for Taxes against any of the assets of the Company or any of its Subsidiaries, other than Permitted Liens; (c) no agreement extending the period for assessment or collection of any income and other material Taxes of the Company or any of its Subsidiaries has been executed or filed with any Tax authority, and the Tax Returns of the Company and each of its Subsidiaries have been examined by and settled with the IRS (or the applicable statute of limitations has expired) for all years through December 31, 2005, and all assessments for income and other material Taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid; (d) since January 1, 2005 and to the Knowledge of Seller for any taxable period prior to January 1, 2005, no written claim has been received from any Tax authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns asserting that the Company or any of its Subsidiaries is or may be subject to taxation in any such jurisdiction; (e) the Company and each of its Subsidiaries has withheld and paid all income and other material Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party, and the Company and its Subsidiaries are in compliance in all material respects with all applicable legal requirements in connection therewith; (f) no deficiency with respect to income and other material Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries. Neither ; (g) neither the Company nor any of its Subsidiaries 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 qualifying for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or a “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; (h) no audit or other administrative or court proceedings are pending with any Governmental Agency with respect to Taxes of the Company or any of its Subsidiaries and no written notice thereof has been received by the Company or any of its Subsidiaries except where any such notice was previously withdrawn or the matters underlying such notice were resolved and, to the Knowledge of Seller, none is threatened, and no issue has been raised by any Governmental Agency in any currently pending Tax audit that could be material and adverse to the Company or any of its Subsidiaries for any period after the Closing Date; (i) Seller has made available to Purchaser correct and complete copies of (i) all income and franchise Tax Returns of, or relating to, the Company and its Subsidiaries for the preceding three (3) taxable years and (ii) any audit report issued within the last three (3) years (or otherwise with respect to any audit or proceeding in progress) relating to income and franchise Taxes of the Company or any of its Subsidiaries; (j) neither the Company nor any of its Subsidiaries is or has been a “United States real property holding corporation” within the meaning of Section 897 of the Code during the five (5) year period ending on the Closing Date; (k) neither the Company nor any of its Subsidiaries is a party to any agreement or bound by arrangement relating to the apportionment, sharing, assignment or allocation of any Tax allocation or sharing agreement Tax asset (other than customary agreements a Contract among members of a group the primary purpose common parent of which is unrelated to Taxes. Neither Seller); (l) neither the Company nor the Company any of its Subsidiaries (Ai) has been a member of an "affiliated group" filing a consolidated federal income Tax return (Affiliated Group other than a such group of which Seller is the common parent of which was Company) or (Bii) has any liability for the income and other material Taxes of any Person (other than the Company and or any of its Subsidiaries; (m) neither the Company Subsidiaries) under Treasury Regulation nor any of its Subsidiaries has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Agency, relating to income and other material Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Agency and closing agreements pursuant to Section 1.1502-6 (7121 of the Code or any predecessor provision thereof or any similar provision of state, local, or non-U.S. any law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two ; (2n) years, 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 after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) 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 Tax law), (iii) installment sale or open transaction disposition occurring on or prior to the Closing Date or (iv) prepaid amount received on or prior to the Closing Date, except for deferred revenue reflected on the Closing Date Balance Sheet; (o) neither the Company nor any of its Subsidiaries has distributed stock been a party to any “reportable transaction” within the meaning of another PersonTreasury Regulation 1.6011-4(b)(1), nor will the transaction contemplated by this Agreement constitute such a reportable transaction; (p) there is no contract covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company or any of its Subsidiaries or Purchaser (or Affiliates of Purchaser) by reason of Section 280G of the Code or any analogous provision of state, local or foreign Law; (q) each of the Company’s Subsidiaries which is a foreign corporation for U.S. federal income Tax purposes has had its stock distributed by another Personbeen a controlled foreign corporation (within the meaning Section 957 of the Code) at all times during the holding period (for United States federal income Tax purposes) of Jupiterimages (UK) Ltd., in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Jupiterimages GmbH and the Company, as applicable, and the Company has given been a United States shareholder (within the Investors an opportunity to review correct and complete copies meaning of all Tax Returns filed section 951(b) of the Code) with respect to taxable each of those Subsidiaries during the applicable holding periods ending after December 31referred to herein; (r) the Company and each of its Subsidiaries has maintained, 2013in all material respects, with respect to transfer pricing, proper intercompany agreements and/or concurrent and supporting documentation as required under all applicable Tax Laws, such that no transfer pricing amounts will be denied as deductions in any jurisdiction by reason of a lack of proper agreements or supporting documentation; and (s) for purposes of this Section 3.17, any reference to the Company or any Subsidiary shall be deemed to include any Person which merged or was liquidated into such entity.

Tax. The Company (i) has prepared and 22.1. All tax returns required to be filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books behalf of the Company and each of the Subsidiaries and VIE Affiliates have been duly filed on a timely basis and such tax returns are correct, true, and complete; (ii) all taxes shown to be payable on the tax returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other taxes are payable (or will be due and payable as of any Closing Date) by the Company or any of its Subsidiaries or VIE Affiliates with respect to such tax returns or with respect to any taxable periods ending prior to such Closing Date; (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and each of the Company Subsidiaries. Other than Subsidiaries and VIE Affiliates have withheld and paid over all taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with accrued state sales taxes that may be owedamounts paid or owing to any employee, creditor, independent contractor, or other third party; (iv) there are no unpaid taxes in liens on any material amount claimed in writing to be due by of the taxing authority assets and properties of the Company or any jurisdiction. No (x) U.S. federal tax audits of the Subsidiaries or (y) administrative or judicial Tax proceedings VIE Affiliates with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither taxes, other than liens for taxes not yet due and payable; (v) neither the Company nor any of the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) VIE Affiliates has any liability for the Taxes taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law)Person, as a transferee or successor, otherwise by operation of Law contract or by contract. Within the last two otherwise; (2vi) years, neither the Company nor any of the Subsidiaries or VIE Affiliates has entered into or been engaged in or been a party to any transaction which is artificial or fictitious of which the main or dominant purpose was the avoidance in the liability to tax of such Person; and (vii) all exemptions, reductions and rebates of taxes granted by any governmental or regulatory authority to the Company or any of the Subsidiaries or VIE Affiliates for the purpose of carrying out its business activities are in full force and effect and have not been terminated. The transactions contemplated under this Agreement and the Transaction Documents will not, and, so far as is known by the Company and the Founder, there is no other circumstance or event that will, result in any such exemption, reduction or rebate being cancelled or terminated, whether retroactively or for the future. (i) No deficiencies exist or have been asserted (either in writing or verbally, formally or informally) with respect to taxes of the Company or any of its Subsidiaries or VIE Affiliates, and neither the Company nor any of its Subsidiaries or VIE Affiliates has distributed stock received notice (either in writing or verbally, formally or informally) that it has not filed a tax return or paid taxes required to be filed or paid by it; (ii) neither the Company nor any of another Personits Subsidiaries or VIE Affiliates is a party to any action or proceeding for assessment or collection of taxes, nor has such event been asserted or threatened (either in writing or verbally, formally or informally) against the Company or any of its Subsidiaries or VIE Affiliates, or any of their respective assets and properties; and (iii) no waiver or extension of any statute of limitations is in effect with respect to taxes or tax returns of the Company or any of its Subsidiaries or VIE Affiliates. There are no pending audits, nor have any audits taken place with respect to the taxes of the Company or any of its Subsidiaries or VIE Affiliates by a governmental or regulatory authority. 22.3. No act or transaction has had been effected by the Company or any of its stock distributed Subsidiaries or VIE Affiliates in consequence of which any such Person is or may be liable to lose the benefit of any financial concession, tax relief or tax holiday accorded to such Person by another Personany governmental or regulatory authority and the loss of which could reasonably be expected. No act or transaction has been effected by the Company or any of its Subsidiaries or VIE Affiliates (a) in consequence of which such Person is or may be liable to (i) refund the whole or part of any investment grant from any governmental or regulatory authority or quasi-governmental body or other grant received by virtue of any applicable Laws, in a transaction that was purported or intended to be governed (ii) repay in whole or in part any loan from any governmental or regulatory authority or (iii) lose the benefit of any financial concession, tax relief or tax holiday accorded by Code §355 any governmental or Code §361. The Company regulatory authority, the loss of which could reasonably be expected to have a Material Adverse Effect, or (b) as a result of which any grant for which application has given been made by such Person will or may not be paid or will or may be reduced pursuant to the Investors an opportunity to review correct and complete copies present practice of all Tax Returns filed with respect to taxable periods ending after December 31, 2013the relevant governmental or regulatory authority.

Tax. The Company (ia) has prepared There are no outstanding audits or other administrative or judicial actions by any Governmental Authority with regard to, or related to, the Tax treatment of the Business or the Transferred Assets, nor to the Knowledge of Seller, as of the date hereof, is any such audit or other administrative or judicial action pending or threatened. (b) Seller and its Affiliates have timely paid all material Taxes which will have been required to be paid on or prior to the date hereof in respect of the Business or the ownership of the Transferred Assets. (c) All material Taxes required to have been withheld, collected or remitted with respect to the Business or the Transferred Assets have been withheld, collected or remitted, as applicable, to the applicable Governmental Authority in accordance with Applicable Law. (d) Seller and its Affiliates have materially complied with all Tax reporting, withholding, and disclosure requirements applicable to the Ceded Insurance Contracts under the Code, Treasury Regulations, and forms issued by the Internal Revenue Service and under any corresponding or similar provision of state or local law. (e) Seller and its Affiliates have duly and timely (including any applicable extensions) filed all foreignmaterial Tax Returns required to have been filed by them in respect of the Business or the ownership of the Transferred Assets, federal and state income and all other such Tax returns, reports Returns are accurate and declarations required complete in all material respects as they relate to the Business or the Transferred Assets. (f) All material deficiencies asserted in writing or assessments made in writing with respect to the Business or the ownership of the Transferred Assets by any jurisdiction to which it is subject, (ii) has a Tax authority have been paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarationsfull, except those to the extent they are being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and faith through appropriate proceedings. (iiig) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there There are no unpaid taxes in material Liens for Taxes (other than Permitted Liens) upon the Transferred Assets. (h) Seller and each of its Affiliates are not and have not been a party to any material amount claimed in writing to be due by “reportable transaction” within the taxing authority meaning of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted Treasury Regulation Section 1.6011-4 with respect to the Company Business or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries Transferred Assets. (i) There is a party to or bound by no written claim pending from any Tax allocation authority in any jurisdiction where the Seller does not file Tax Returns in respect of the Business that the Business is or sharing agreement other than customary agreements may be subject to taxation by that jurisdiction. (j) The reserves reflected with respect to the primary purpose of which is unrelated to Taxes. Neither Ceded Insurance Contracts on the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a Return filed by the affiliated group the common parent of which was Company) or (B) has any liability Seller is a member for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods year ending after December 31, 20132014, and since such date, have been determined in all material respects in the manner required by the Code and other Applicable Law, and to the extent relevant to the determination and maintenance thereof, have been determined and maintained in all material respects in accordance with SAP. (k) The Tax treatment of each Ceded Insurance Contract is not, and, since the time of issuance, has not been, materially less favorable to the purchaser, policyholder or intended beneficiaries thereof, than the Tax treatment and purported to qualify for at the time of issuance.

Tax. The Except as set forth in the September Balance Sheet (including the notes thereto) or on Section 3.17 of the Company Disclosure Schedule: (ia) has prepared and filed all foreign, federal and state income and all other Tax returns, statements, reports and declarations required by any jurisdiction to which it is subjectforms (collectively, (iithe “Returns”) has paid all Taxes and other governmental assessments and charges that are material in amount, whether and required to be filed with any Taxing Authority at or not shown on such returns, reports and declarations, except those being contested in good faith, before the Effective Time with respect to which any Pre-Closing Tax Period by, or with respect to, the Company or any Company Subsidiary have been, or will be, timely filed at or before the Effective Time; (b) the Company and the Company Subsidiaries have timely paid all material Taxes that were due and payable or have provided adequate reserves have been set aside therefor in the amount disclosed on the books Section 3.17(b) of the Company Disclosure Schedule; (c) the Returns that have been filed are true, correct and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent complete, except to the periods extent that the Company or the Company Subsidiaries have provided adequate reserves with respect to which such returns, reports or declarations apply, except, Returns in the case amount disclosed on Section 3.17(b) of clauses the Company Disclosure Schedule; (id) the charges, accruals and reserves for Taxes (iiexcluding charges, accruals, and reserves for deferred Taxes established to reflect timing differences between book and Tax income) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material with respect to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owedSubsidiaries reflected on the September Balance Sheet are adequate to cover material Tax liabilities accruing through the date of the September Balance Sheet Date; (e) there is no action, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits suit, proceeding, investigation, audit or (y) administrative claim now pending against or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the any Company Subsidiaries. Neither Subsidiary in respect of any material Tax; (f) neither the Company nor any Company Subsidiary (i) has any actual or potential liability under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any person other than the Company Subsidiaries or any Company Subsidiary, or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither similar agreement; (g) neither the Company nor any Company Subsidiary has made any payments, is obligated to make any payments, or is a party to any agreement that could obligate it to make any payments that may be treated as an “excess parachute payment” under Section 280G of the Company Subsidiaries Code (Awithout regard to Sections 280G(b)(4) has been a member and 280G(b)(5) of an "affiliated group" filing a consolidated federal income Tax return the Code); (other than a group h) there are no adjustments under Section 481 of the common parent of which was Company) or (B) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar adjustments under any provision of statethe Code or the corresponding foreign, local, state or non-U.S. law), local Tax laws) that are required to be taken into account by the Company or any Company Subsidiary in any period ending after the Effective Time by reason of a change in method of accounting in any taxable period ending on or before the Effective Time or as a transferee or successor, otherwise result of the consummation of the transactions contemplated by operation of Law or by contract. Within the last two this Agreement; and (2i) years, neither the Company nor any Company Subsidiary has distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Personany Company Subsidiary been distributed, in a transaction to which Section 355 of the Code applies (i) in the two years prior to the date of this Agreement or (ii) in a distribution that was purported could otherwise constitute part of a “plan” or intended to be governed in whole or in part “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013this Agreement.

Tax. The Company (i) The Company and its Subsidiaries each (A) has prepared and filed all foreignUnited States federal, federal state and state income local and all other material foreign Tax returns, reports and declarations required by any jurisdiction to which it is subjectsubject (or obtained valid extensions thereof), (iiB) has paid all of Taxes and other governmental assessments and charges that are material in amount, due and payable (whether or not shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company ) and (iiiC) has set aside on its books provisions provision reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there There are no unpaid taxes in any material amount Taxes claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits All such Tax returns, reports and declarations were correct and complete in all material respects. None of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or (y) administrative or judicial Tax proceedings agreed to any extension of time with respect to U.S. federal tax are pending a Tax assessment or being conducted with respect to deficiency. (ii) Each of the Company and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (iii) No director or officer (or employee responsible for Tax matters) of the Company and its Subsidiaries, expects any authority to assess any additional Taxes for any period for which Tax returns have been filed. Neither There is no dispute or claim concerning any Tax liability of any of the Company nor and its Subsidiaries either (A) claimed or raised by any authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of the Company and its Subsidiaries is a party to or bound by has knowledge based upon personal contact with any Tax allocation or sharing agreement other than customary agreements the primary purpose agent of which is unrelated to Taxes. Neither such authority. (iv) None of the Company nor the Company and its Subsidiaries (A) has been a member of an "affiliated group" group filing a consolidated federal income Tax return (other than a an affiliated group the common parent of which was the Company) or (B) has any liability for the Taxes of any Person person (other than any of the Company and the Company its Subsidiaries) under Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or non-U.S. foreign law), or as a transferee or successor, otherwise by operation of Law or by contract. Within , or otherwise. (v) Master shall provide the last two Purchasers with a signed tax indemnity deed (2“Tax Indemnity Deed”) years, neither to cover any tax payable by the Company nor or any of its subsidiaries, which has not been disclosed to the Company 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 Purchaser or in part by Code §355 its accounts or Code §361. The Company has given financial statements, for twenty (20) years after the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Closing Date.

Tax. The (a) All income and other material Tax Returns required to be filed by or on behalf of the Company have been duly and timely filed with the appropriate Governmental Entity and all such Tax Returns are true, correct and complete in all material respects. All material amounts of Taxes payable by or on behalf of the Company (i) has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves any Tax Return) have been set aside on fully and timely paid to the books of appropriate Governmental Entity. (b) The Company has complied in all material respects with all applicable Legal Requirements relating to the Company withholding or collecting and (iii) has set aside on its books provisions reasonably adequate for the payment remittance of all material amounts of Taxes for periods subsequent and withheld or collected and timely paid to the periods appropriate Governmental Entity all material amounts of Taxes required to which such returns, reports have been withheld or declarations apply, except, in the case of clauses collected and paid. (ic) and (ii) above, where the failure to so pay or file any such TaxNo claim, assessment, charge deficiency or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in proposed adjustment for any material amount claimed of Tax has been asserted or assessed by any Governmental Entity in writing (nor to be due by the taxing authority Knowledge of any jurisdiction. the Company, verbally) against the Company which has not been fully paid or resolved. (d) No (x) U.S. federal tax audits material Tax audit or (y) administrative other examination of or judicial Tax proceedings with respect to U.S. federal tax are pending action, suit or being conducted proceeding with respect to the Company or by any Governmental Entity is presently in progress, nor has the Company Subsidiaries. Neither been notified in writing of any (nor to the Knowledge of the Company nor is there any) request or threat for such an audit or other examination or action, suit, or proceeding. (e) Except as disclosed on Schedule 4.10(e) of the Company Subsidiaries is Disclosure Letter, there are no Liens for a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose material amount of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return Taxes (other than a group Permitted Liens) upon any of the common parent assets of which was the Company. (f) or The Company does not: (Bi) has have any material liability for the Taxes of any another Person (other than the Company and the Company Subsidiariesany Subsidiary) under pursuant to Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Legal Requirements), as a transferee or a successor, by Contract (other than pursuant to commercial agreements entered into in the Ordinary Course of Business and the principal purpose of which is not related to Taxes) or otherwise pursuant to any applicable Legal Requirements; (ii) is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement (excluding any such agreement the sole party to which is the Company and excluding commercial agreements entered into in the Ordinary Course of Business and the principal purposes of which is not related to Taxes); or (iii) is or has ever been a member of an affiliated, consolidated, combined or unitary group for U.S. federal, state, local, or non-U.S. lawincome Tax purposes or included on any such Tax Return (excluding any such group or Tax Return solely including the Company). (g) The Company: (i) has not consented to extend the time in which any Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), as which extension is still in effect; or (ii) has not entered into or been a transferee or successor, otherwise by operation party to any “listed transaction” within the meaning of Law or by contract. Within Section 6707A(c)(2) of the last two Code and Treasury Regulations Section 1.6011-4(b)(2). (2h) years, neither the The Company nor the Company Subsidiaries has distributed stock of another Personnot received written notice from a Governmental Entity that it (i) has, or has had ever had, a permanent establishment (within the meaning of an applicable Tax treaty or applicable local law) in any country other than the country of its stock distributed by another Personorganization, or (ii) is, or has ever been, subject to income or capital gains Tax in a transaction that was purported jurisdiction outside the country of its organization. (i) The Company is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or intended any similar Tax in all jurisdictions where it is required by Legal Requirements to be governed so registered, and has complied in whole or in part by Code §355 or Code §361. all material respects with all Legal Requirements relating to such Taxes. (j) The Company has given the Investors an opportunity to review correct since its date of organization been, treated as a corporation for U.S. federal, state, and complete copies local income tax purposes. (k) The Company does not have any outstanding material obligation in respect of all Tax Returns filed with respect to taxable periods ending after December 31, 2013escheat or unclaimed property obligations.

Tax. 16.1 The Company (i) has prepared and filed timely made all foreign, federal and state income and all other Tax returnsReturns required to be made by it, reports and declarations supplied all information required to be supplied, to any Tax Authority on a timely basis, and all such Tax Returns and information are true, accurate and complete in all material respects and are not the subject of any material dispute with a Tax Authority. 16.2 The Company has not requested any Tax Authority for any extensions of time for the filing of any currently outstanding Tax Returns or other documents relating to Tax not being an extension available to companies or taxpayers generally. 16.3 As of the date hereof, the Company is not currently, subject to any disputes, audits or Action by any jurisdiction Tax Authority except as set out in Section 16.3 of Annex 1 to the Disclosure Letter. 16.4 All documents on which stamp duty or any other transfer, registration or documentary Tax or duty is chargeable, and which are in the possession of the Company, have been duly stamped (or, as the case may be, such transfer, registration or documentary Tax has been duly paid). All Taxes due and payable by the Company and all assessments of Taxes (including interest and penalties) imposed on it (regardless of whether the Company is subject, (iidirectly liable for such Taxes or secondarily liable for such Taxes for which the Seller or other third party was primarily liable) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves any taxable period (or portion thereof) ending on or before the Completion Date have been set aside on properly and duly paid or properly reserved for in the books and records of the Company. 16.5 There are no unpaid Taxes of the Company in any amount claimed to be due and payable by any Tax Authority of any jurisdiction with respect to any taxable period (or portion thereof) ending on or before the Completion Date, and the Company is not aware of any such claim, and there is no dispute or claim concerning any Tax liability of the Company with respect to any taxable period (or portion thereof) ending on or before the Completion Date that has been proposed or asserted by any Tax Authority in writing. 16.6 The Company has properly and duly deducted or withheld all Taxes with respect to any taxable period (or portion thereof) ending on or before the Completion Date which it has been obliged by Applicable Laws to deduct or withhold from all amounts paid by it (for the avoidance of doubt, including any deemed payment under Applicable Law) to all persons, including, without limitation, its officers, directors, employees, agents, independent contractors, service providers, and any foreign company, has properly and duly accounted to the relevant Tax Authority for all such Taxes so deducted or withheld and has otherwise complied with its legal obligations in compliance with Applicable Law in respect of such deductions or withholdings. 16.7 There are no Encumbrances for Taxes over any of the assets of the Company (other than Permitted Encumbrances). 16.8 All material records which the Company is required by Applicable Law to keep for Tax purposes have been duly kept. 16.9 All material transactions between the Company and any related parties, including current or past direct and indirect shareholders of the Company and (iii) has set aside its Affiliates were made on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent arm’s length terms to the periods extent required by Applicable Law; the Company has not received notice from any Tax Authority of any material adjustment for Tax purposes, or that any material adjustment is required to be made, to the terms on which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company transaction is treated as taking place; and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing has maintained adequate related party or transfer pricing documentation to be due by substantiate the taxing authority pricing of any jurisdiction. No (x) U.S. federal tax audits related party transactions to the extent required by Applicable Law. 16.10 The Company is not, and since January 1, 2018 has not been, treated for any Tax purpose as resident in a country other than Korea and the Company does not have, nor has it had since January 1, 2018, a branch, agency or (y) administrative permanent establishment in a country other than Korea. 16.11 The Company has not waived any statute of limitations in respect of any Taxes or judicial Tax proceedings agreed to any extension of time with respect to U.S. federal tax are pending a Tax assessment or being conducted with respect to the deficiency, in each case that is currently in effect. The Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is not a party to or bound by any Tax allocation allocation, sharing, or sharing similar agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a with any member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, Seller’s Group that is currently in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013effect.

Tax. The Except as would not reasonably be expected to have a Company Material Adverse Effect or as set forth on Section 3.12 of the Company Disclosure Letter: (a) (i) has prepared and all Tax Returns required to be filed with any Tax Authority by or on behalf of the Company or any of its Subsidiaries have been filed when due (taking into account any extension of time within which to file) in accordance with all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, applicable Laws; (ii) has paid all Taxes such Tax Returns are accurate and other governmental assessments complete in all respects and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company prepared in substantial compliance with all applicable Laws; and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent due and payable by the Company or any of its Subsidiaries (including any Taxes that are required to be deducted and withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party) have been timely paid, or withheld and remitted to the periods to which such returns, reports or declarations apply, appropriate Tax Authority; except, in the each case of clauses (i) and through (iiiii), for Taxes or Tax matters contested in good faith or that have been adequately provided for, in accordance with GAAP, in the Company SEC Documents filed prior to the date hereof; (b) abovesince January 1, 2014, no written claim has been made by any Tax Authority in a jurisdiction where the failure to so pay Company or any of its Subsidiaries does not file any such Tax, assessment, charge or return would not reasonably be expected to be material to a Tax Return that the Company and or any of its Subsidiaries is, or may be, subject to Tax by or required to file or be included in a Tax Return in that jurisdiction; (c) there are no Encumbrances on any of the assets of the Company Subsidiaries. Other than or any of its Subsidiaries that arose in connection with accrued state sales taxes that may be owedany failure (or alleged failure) to pay any Tax (except for Permitted Encumbrances); (d) (i) no outstanding written claim has been received by, there are and no unpaid taxes audit, action, or proceeding is in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits progress, against or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries in respect of any Tax; and (ii) all deficiencies, assessments or proposed adjustments asserted against the Company Subsidiaries. Neither or any of its Subsidiaries by any Tax Authority have been paid or fully and finally settled; (e) neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company its Subsidiaries (Ai) has been been, since January 1, 2014, a member of an "affiliated group" filing a consolidated federal income group (within the meaning of Section 1504 of the Code) or an affiliated, consolidated, combined, unitary, or aggregate group for state, local or foreign Tax return (purposes, other than a group of which the Company, Liberty Interactive Corporation or any of their respective Subsidiaries is the common parent of which was Company) or parent, (Bii) has any liability Liability for the Taxes of any Person (other than the Company and the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Regulations (or any similar provision of state, local, local or non-U.S. lawforeign Tax Law), as a transferee or successor, otherwise by operation Contract or otherwise, or (iii) is a party to any Tax sharing, Tax allocation or Tax indemnification agreement (other than commercial agreements the primary purpose of Law which does not relate to Taxes); (f) no waiver or by contract. Within extension of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency is in effect for the last Company or any of its Subsidiaries; (g) neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Regulations; (h) neither the Company nor any of its Subsidiaries was a “distributing corporation” or “controlled corporation” in a transaction intended to qualify under Section 355 of the Code within the past two (2) years, years (other than the 2016 distribution of the Company stock by Liberty Interactive Corporation) or otherwise as part of a plan that includes the Merger; (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 a taxable period ending after the Closing Date as a result of any (A) adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or foreign Law) for a taxable period ending on or before the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any analogous provision of state, local or foreign Law) executed prior to the Closing, (C) installment sale, intercompany transaction or open transaction disposition made prior to the Closing, (D) prepaid amount received prior to the Closing or (E) election by the Company or any of its Subsidiaries has distributed stock under Section 108(i) of another Personthe Code (or any similar provision of state, local or has had foreign Law); and (j) the Company is not in breach of its stock distributed by another Personobligations under the Liberty TSA and, in a transaction to the Knowledge of the Company, no facts or circumstances exist that was purported or intended would cause the Company to be governed in whole or in part by Code §355 or Code §361. The Company has given breach of its obligations under the Investors an opportunity to review correct and complete copies Liberty TSA as a result of all Tax Returns filed with respect to taxable periods ending after December 31, 2013the consummation of the Merger.

Tax. The Company Except as set forth in the Balance Sheet (iincluding the notes thereto) has prepared and filed or on Schedule 3.18: (a) all foreign, federal and state income and all other Tax returns, statements, reports and declarations forms (collectively, the “Returns”) that are material and required by to be filed with any jurisdiction to which it is subjectTaxing Authority on or before the Closing Date by, or with respect to, the Company or any Company Subsidiary have been, or will be, timely filed at or before the Effective Time; (iib) has the Company and the Company Subsidiaries have timely paid all Taxes shown as due and other governmental assessments payable on the Returns that have been filed; (c) the Returns that have been filed are, and charges all Returns that are required to be filed on or before the Closing Date shall be, true, correct and complete in all material in amountrespects; (d) the charges, whether or not shown on such returns, reports accruals and declarations, except those being contested in good faith, reserves for Taxes with respect to which adequate reserves have been set aside the Company and the Company Subsidiaries reflected on the books of the Company and (iii) has set aside on its books provisions reasonably the Company Subsidiaries are adequate in accordance with GAAP to cover Tax liabilities accruing through the end of the last period for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owedSubsidiaries ordinarily record items on their respective books; (e) there is no action, there are no unpaid taxes in any material amount claimed in writing suit, proceeding, investigation, audit or claim now pending or, to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits Company’s Knowledge, threatened against or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the any Company Subsidiaries. Neither Subsidiary in respect of any material Tax; (f) neither the Company nor any Company Subsidiary has received written notice that it has not filed a material Tax return or paid material Taxes required to be filed or paid; (g) neither the Company Subsidiaries nor any Company Subsidiary is required, or has been required to make any adjustment pursuant to Code section 481(a) or any similar provision of state, local or foreign tax law by reason of any change in any accounting methods, there is no application pending with any governmental entity requesting permission for any change in any of its accounting methods for Tax purposes, and, to the Company’s Knowledge, no governmental entity has proposed any such adjustment or change in accounting method; (h) neither the Company nor any Company Subsidiary is a party to any agreement that provides for the allocation, apportionment, sharing or bound by assignment of any Tax allocation liability or sharing agreement benefit, other than customary agreements within the primary purpose of which is unrelated to Taxes. Neither Company’s affiliated group; (i) during the six-year period ending on the date hereof, neither the Company nor any Company Subsidiary distributed stock of another Person, or had its stock distributed by another Person, in a transaction that purported or was intended to be governed in whole or in part by Code section 355; (j) neither the Company Subsidiaries (A) nor any Company Subsidiary has been a member of an "affiliated group" or similar group filing a consolidated federal consolidated, combined, unitary or similar income Tax return (tax return, other than a the consolidated group of which the Company is the common parent of which was Company) parent, or (B) has any liability for the Taxes of any Person (other than the Company and any Subsidiary if the Company SubsidiariesCompany) under Treasury Regulation Section Regulations section 1.1502-6 (or any similar provision of state, local, local or non-U.S. foreign law), as a transferee or successor, otherwise by operation agreement, or otherwise; (k) no excess loss account (within the meaning of Law Treasury Regulations section 1.1502-19) exists with respect to any Company Subsidiary; (l) neither the Company nor any Company Subsidiary has any deferred gain or by contract. Within loss (within the last two meaning of Treasury Regulations section 1.1502-14)(A) arising from a deferred intercompany transaction or (2B) yearswith respect to the stock or obligations of any other member of the Company’s affiliated group. (k) during the five-year period ending on the date hereof, neither the Company nor any Company Subsidiary has participated in a “reportable transaction” as described in Treasury Regulations section 1.6011-4; (l) the shares of the Company Subsidiaries has distributed stock do not constitute a United States real property interest within the meaning 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 §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013.section 897;

Tax. The Company (a) Except as set forth in the Balance Sheets (including the notes thereto) or on Schedule ‎4.16: (i) has prepared and all Tax Returns that are required to be filed all foreign, federal and state income and all other Tax returns, reports and declarations required with any Taxing Authority on or before the Closing Date by any jurisdiction to which it is subject, the Company have been or will be timely filed (taking into account applicable extensions); (ii) the Company has paid or will pay (taking into account applicable extensions) all Taxes due and payable (irrespective of whether shown on such Tax Returns) that are required to be paid by it on or before the Closing Date; (iii) all Tax Returns that have been filed are true, correct and complete in all material respects; and (iv) there is no material action, suit, proceeding, investigation, audit or claim pending or that has been proposed in writing by any Taxing Authority against the Company in respect of Taxes. (b) At all times since its formation, the Company has been properly characterized as a disregarded entity for United States federal and, where available, state income Tax purposes. (c) The Company has not received any notice from any Taxing Authority in any jurisdiction in which the Company does not file a Tax Return that the Company may be subject to taxation by that jurisdiction. (d) No Tax Return that was filed by the Company contains or was required to contain, a disclosure statement under Code Section 6662 (or any predecessor, provision or comparable provision of state, local or foreign Law). (e) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owning to an employee, independent contractor, creditor, or other governmental assessments third party, and charges that are material in amount, whether or not shown on such returns, reports all IRS Forms W-2 and declarations, except those being contested in good faith, 1099 required with respect to which adequate reserves thereto have been set aside on property completed and timely filed. (f) From the books date thereof until the Closing Date, the Company has or will have satisfied all requirements of the Tax Abatement Agreements for the full tax abatements available thereunder. Seller has made available to Buyer true, complete, and correct copies of the Tax Abatement Agreements. The obligation of the Company and to “Maintain Viable Presence” (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, as defined in the case of clauses CISD Agreement) under the CISD Agreement terminates on December 31, 2022. The Company has not delivered either (i) the “intent to proceed” notice described in Section 1 of the Tax Abatement Agreement, dated August 12, 2014, by and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to between the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owedCounty of Nacogdoches, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No Texas (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was CompanyReinvestment Zone #1) or (Bii) has any liability for the Taxes “intent to proceed” notice described in Section 1 of any Person (other than the Tax Abatement Agreement, dated August 12, 2014, by and between the Company and the Company SubsidiariesCounty of Nacogdoches, Texas (Reinvestment Zone #2). (g) under Treasury Regulation Section 1.1502-6 (Notwithstanding anything to the contrary herein, except as set forth in this ‎Section 4.16, no representations or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, warranties are being made in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed this Agreement with respect to taxable periods ending after December 31, 2013any matters relating to Taxes.

Tax. The Except as would not reasonably be expected to have a Company Material Adverse Effect and except as otherwise set forth in Section 3.12 of the Company Disclosure Letter: (a) (i) has prepared and all Tax Returns required to be filed by or on behalf of the Company or any of its Subsidiaries (and, to the Knowledge of the Company, all foreign, federal and state income and all other Tax returns, reports and declarations Returns required to be filed by any jurisdiction Person (other than the Company and its Subsidiaries) with respect to or on behalf of any affiliated, consolidated, combined, unitary or similar group for Tax purposes of which it the Company or any of its Subsidiaries is subject, or has been a member) have been filed when due (taking into account any extension of time within which to file) in accordance with all applicable Laws; (ii) has paid all Taxes such Tax Returns are true, accurate and other governmental assessments complete in all respects and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company prepared in substantial compliance with all applicable Laws; and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent due and payable by the Company or any of its Subsidiaries (including any Taxes that are required to be collected, deducted or withheld in connection with any amounts paid or owing to, or received or owing from, any employee, creditor, customer, independent contractor or other third party) have been timely paid, or collected, deducted and withheld and remitted to the periods to which such returns, reports or declarations apply, appropriate Tax Authority; except, in the case of each of clauses (i) through (iii), for Taxes or Tax matters contested in good faith and that have been adequately provided for, in accordance with GAAP, in the Company SEC Documents filed prior to the date hereof; (iib) abovethe accruals and reserves for Taxes reflected in the consolidated financial statements included in the Company SEC Documents are adequate, where the failure to so pay or file any such Taxin accordance with GAAP, assessment, charge or return would not reasonably be expected to be material to and cover all Taxes of the Company and its Subsidiaries for periods (or portions thereof) ending on or prior to the date of such consolidated financial statements; (c) since January 1, 2013, no written claim has been made by any Tax Authority in a jurisdiction where the Company Subsidiaries. Other than or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is, or may be, subject to Tax by or required to file or be included in a Tax Return in that jurisdiction; (d) there are no Encumbrances on any of the assets of the Company or any of its Subsidiaries that arose in connection with accrued state sales taxes that may be owedany failure (or alleged failure) to pay any Tax (except for Permitted Encumbrances); (e) (i) no outstanding written claim has been received by, there are and no unpaid taxes audit, action, or proceeding is in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits progress, against or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries in respect of any Tax; and (ii) all deficiencies, assessments or proposed adjustments asserted against the Company Subsidiaries. Neither or any of its Subsidiaries by any Tax Authority have been paid or fully and finally settled; (f) neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company its Subsidiaries (Ai) has been been, since January 1, 2009, a member of an "affiliated group" filing a consolidated federal income group (within the meaning of Section 1504 of the Code) or an affiliated, consolidated, combined, unitary, aggregate or similar group for state, local or foreign Tax return (purposes, other than a group of which the Company or any of its Subsidiaries is the common parent of which was Company) or parent, (Bii) has any liability Liability for the Taxes of any Person (other than the Company and the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 of the Regulations (or any similar provision of state, local, local or non-U.S. lawforeign Tax Law), as a transferee or successor, otherwise by operation of Law successor or by contract. Within Contract, or (iii) is a party to any Tax sharing, Tax allocation or Tax indemnification agreement (other than commercial agreements the last primary purpose of which does not relate to Taxes); (g) no waiver or extension of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency is in effect for the Company or any of its Subsidiaries; (h) 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 after the Closing Date, as a result of any (i) adjustment pursuant to Section 481(c) of the Code (or any similar provision of state, local or foreign Law) as a result of a change in method of accounting made prior to the Closing, (ii) installment sale, intercompany transaction or open transaction disposition made on or entered into prior to the Closing, (iii) prepaid amount received on or prior to the Closing, (iv) “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) entered into prior to the Closing or (v) election pursuant to Section 108(i) of the Code (or any similar provision of state, local or foreign Law); (i) neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a distribution intended to qualify for tax-free treatment under Section 355 of the Code (x) in the two (2) years prior to the date of this Agreement or (y) which distribution is part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) with the transactions contemplated by this Agreement; (j) the Company is not (and has not been at any time during the last five (5) years) a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code; (k) the Company has made available to Parent copies of all material income Tax Returns of the Company and each of its Subsidiaries filed for all periods beginning on or after January 1, 2011; and (l) neither the Company nor the Company any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, participated in a transaction that was purported “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Regulations or intended to be governed in whole any similar provision of state, local or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013foreign Law.

Tax. The Company (i) Since the date of its respective formation, each Group Company has prepared been properly classified as either a partnership or a “disregarded entity,” and filed not as an association taxable as a corporation, for all foreignapplicable U.S. federal, federal state and state local income tax purposes and will continue to be so classified for all periods through and including the Closing Date. (ii) All federal, state, local and other income tax returns and all other Tax returns, reports and declarations material tax returns required by any jurisdiction law to which it is subjectbe filed by the Group Companies through the date hereof (including extensions) have been prepared in material compliance with all applicable laws, (ii) duly executed and filed and are complete and correct in all material respects, and all material taxes required to be paid or withheld and deposited by a Group Company through the date hereof have been duly and timely paid in full to or withheld and deposited with the proper Authority, as applicable. Seller has paid provided to Purchaser true, correct and complete copies of all Taxes federal, state, local and other governmental assessments income tax returns of the Group Companies and charges that are all other material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, tax returns with respect to the Group Companies or the Property filed since October 31, 2013. (iii) Section 8.1(y)(iii) of the Disclosure Letter is a true, correct and complete list of all federal, state, local and other income tax returns and all other material tax returns required by law to be filed by the Group Companies for which adequate reserves an extension has been requested and which have not been filed by the Effective Date will be timely filed, and all taxes required to be paid or withheld and deposited by the Group Companies in connection therewith will be timely paid in full to or withheld and deposited with the proper Authority, as applicable. (iv) All material amounts required to be withheld or collected by or on behalf of a Group Company in connection with amounts paid or owing to any owner, member, employee, independent contractor, creditor or other person in respect of taxes have been properly withheld or collected, and all such amounts either have been duly and timely paid to the proper Authority or, in circumstances where such amounts have not yet become due and payable, have been set aside in segregated accounts to be paid to the proper Authority. (v) No Group Company has or will have liability for any material taxes for any taxable period ending on or prior to the books Closing Date other than taxes that are not yet due and payable and for which the Purchase Price is subject to adjustment pursuant to the terms of this Agreement. There are no Liens for income or other taxes upon any asset of the Group Companies other than Liens for taxes not yet due and payable. (vi) No Group Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent been or is a party to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes a participant in any material amount claimed in writing to be due by transaction that is a reportable transaction within the taxing authority meaning of any jurisdiction. Section 6011 of the Code. (vii) No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Group Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation tax allocation, indemnity or sharing agreement other than customary agreements or any similar arrangement the primary principal purpose of which is unrelated the sharing or allocation of liability for taxes, and no Group Company has liability for taxes of any other person or party other than another Group Company, whether pursuant to Taxesany contract, provision of law, regulation or otherwise. (viii) Except as set forth in Section 8.1(y)(viii) of the Disclosure Letter, no Group Company is the subject of any audit, examination, investigation (including any request for information related to tax matters) or other proceeding with respect to taxes, and, to Seller’s Knowledge, no audit, examination, investigation (including any request for information related to tax matters) or other proceeding in respect of taxes involving a Group Company is being considered by any Authority. Neither No waivers of statutes of limitation with respect to the Company nor taxes or tax returns of the Company Subsidiaries Group Companies have been provided by any of the Group Companies. (Aix) has been a member of an "affiliated group" filing a consolidated Purchaser and, with respect to taxes other than U.S. federal income Tax return tax, each of the Group Companies, will not be required to include an item of income in, or exclude any item of deduction from, taxable income (other than a group in the common parent case of which was Purchaser, its allocable share of taxable income attributable to any Group Company) for any taxable period (or portion thereof) ending after the Closing Date as a result of (B1) has any liability change in method of accounting for a taxable period ending on or before the Taxes Closing Date; (2) any “closing agreement” as described in Section 7121 of any Person (the Code or other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 agreement with a governmental authority (or any similar provision of state, local, any applicable law) executed on or non-U.S. law), before the Closing Date; (3) any installment sale or open transaction disposition made on or before the Closing Date; or (4) any prepaid amount received by any Group Company on or before the Closing Date. (x) No rental income of the Company attributable to the Property should fail to be treated as rents from real property under Section 856(d) of the Code as a transferee or successor, otherwise by operation result of Law or by contract. Within the last two (2) years, neither ownership of any membership interest in the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Seller.

Tax. The (r) Each Group Company (i) has prepared duly and timely filed all foreign, federal and state income material Tax Returns as required by Law to have been filed by it and all other such Tax returnsReturns are true, reports correct, and declarations required by any jurisdiction to which it is subject, (ii) complete in all material respects. Each Group Company has paid in full all Taxes required to be paid by it and no Tax liens (other governmental assessments and charges that than for current Taxes not yet due or payable) are material currently in amount, whether or not effect against any of the assets of any Group Company. The provisions for taxes as shown on such returns, reports and declarations, except those being contested the balance sheet included in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate Financial Statements are sufficient in all material respects for the payment of all accrued and unpaid applicable taxes of the Group Companies as of the date of each such balance sheet, whether or not assessed or disputed as of the date of each such balance sheet. (s) No examination or audit of any Tax Returns of any Group Company by any Governmental Authority is currently in progress. No assessment of Tax has been proposed in writing against any Group Company or any of their assets or properties. None of the Group Companies is subject to any waivers or extensions of applicable statutes of limitations with respect to Taxes for periods subsequent to any year. None of the periods to which such returns, reports or declarations apply, except, Group Companies has incurred any Taxes other than in the case ordinary course of clauses business. None of the Group Companies has received any written claim from a Government Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction. None of the Group Companies is treated as a resident for Tax purposes of, or is otherwise subject to income Tax in, a jurisdiction other than the jurisdiction in which it has been established. (it) Each Group Company has withheld and (ii) above, where the failure paid all material Taxes required to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company have been withheld and the Company Subsidiaries. Other than paid in connection with accrued state sales taxes that may be owedany amounts due, there are no unpaid taxes owing to or paid to any Person. (u) Each Group Company is in any compliance in all material amount claimed in writing to be due by respects with all terms, conditions and formalities necessary for the taxing authority continuance of any jurisdictionTax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund or other Tax reduction agreement or order available under any applicable Tax Law, or any subsidies, benefits or subsidies previously granted by any Governmental Authority. No Each such Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund or other Tax reduction agreement or order is expected to remain in full effect throughout the current effective period thereof after the First Closing Date and no Group Company has received any notice (xnor has any Group Company received any notice) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the contrary. Each Group Company or is in compliance with all transfer pricing requirements in all jurisdictions in which they are required to comply with applicable transfer pricing regulations, and all the transactions between any Group Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by and other related Persons (including any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Group Company) or (B) has have been effected on an arm’s length basis. All exemptions, reductions and rebates of material Taxes granted to any liability Group Company by a Governmental Authority are in full force and effect and have not been terminated as evidenced with valid governmental approvals. None of the Group Companies is responsible for the Taxes of any other Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision by reason of statecontract, localsuccessor liability, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two otherwise. (2v) years, neither the No Group Company nor the Company Subsidiaries has distributed stock of another Personwill be required to include material amounts in income, or has had its stock distributed by another Personexclude material items of deduction, or qualification for Tax exemption, Tax holiday, Tax credit, Tax incentive or Tax refund, in a transaction that was purported taxable period beginning after the First Closing Date as a result of a change in method of accounting occurring prior to the First Closing Date. The transactions contemplated under this Agreement and the Transaction Documents to which a Group Company is a party are not in violation of any applicable Law regarding Tax, and will not result in any Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund (or intended subsidies, benefits or subsidies previously granted by any Governmental Authority) being revoked, cancelled or terminated or trigger any Tax liability for the Group Companies. (w) The Company has never been, with respect to be governed in whole its taxable year during which the First Closing occurs, a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (or in part by Code §355 or Code §361any successor thereto). The Company shall use its best efforts to avoid being a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (or any successor thereto). In connection with a “Qualified Electing Fund” election made by any of the Purchasers’ Partners pursuant to Section 1295 of the Internal Revenue Code of 1986 or a “Protective Statement” filed by any of the Purchasers’ Partners pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to such Purchasers in such other form as may be required to reflect changes in applicable law as soon as reasonably practicable following the end of each taxable year of the Company (but in no event later than 90 days following the end of each such taxable year), and shall provide such Purchasers with access to such other Company information as may be required for purposes of filing U.S. federal income tax returns of such Purchasers’ Partners in connection with any such Qualified Electing Fund election or Protective Statement. In the event that any of the Purchasers’ Partners who has given made a “Qualified Electing Fund” election must include in its gross income for a particular taxable year its pro rata share of the Investors Company’s earnings and profits pursuant to Section 1293 of the United States Internal Code of 1986, as amended (or any successor thereto), the Company agrees to make a dividend distribution to such Purchasers (no later than 90 days following the end of the Company’s taxable year or, if later, 90 days after the Company is informed by Purchasers that any of such Purchasers’ Partners has been required to recognize such an opportunity income inclusion) in an amount equal to review correct 50% of the amount that would be included by such Purchasers if such Purchasers were “United States persons” as such term is defined in Section 7701(a)(30) of the Code and complete copies of all Tax Returns filed with respect had such Purchasers made valid and timely “Qualified Electing Fund” elections which were applicable to such taxable periods ending after December 31, 2013year.

Tax. The Company Except as disclosed in Section 3.11 of the Disclosure Schedule: (a) All material Tax Returns required to be filed by or on behalf of each of the Companies have been filed and have been accurately and completely prepared in all material respects in compliance with all applicable legal requirements. All Taxes of each of the Companies have been paid when due. All Tax withholding and payment or deposit requirements imposed on any of the Companies have been timely satisfied in all respects and each of the Companies have otherwise complied with all applicable legal requirements relating to the payment, reporting and withholding of Taxes (including without limitation withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any non-U.S. laws). There are no Encumbrances (other than Permitted Encumbrances) on any of the assets of any of the Companies that arose in connection with any failure to pay any Tax. (b) There is not in force (i) any waiver or agreement for any extension of time for the assessment or payment of any Tax of any of the Companies or (ii) any extension of time with respect to the due date for the filing of any Tax Return of or with respect to any of the Companies. (c) No unpaid Tax assessment, deficiency or adjustment has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required been assessed in writing against any of the Companies by any jurisdiction Governmental Body. No assessment, deficiency, claim or adjustment that remains unpaid has been asserted, proposed or threatened, in each case in writing, with respect to any Tax Return of or with respect to any of the Companies, other than those disclosed (and with respect to which it accurate and complete copies of all correspondence to or from the relevant governmental authority pertaining thereto have been made available to the Buyer). No Tax audits or administrative or judicial proceedings are being conducted, or are, to the Knowledge of EUSA, pending or have been threatened with respect to any Company, other than those disclosed (and with respect to which accurate and complete copies of all correspondence to or from the relevant governmental authority pertaining thereto have been made available to the Buyer). No written claim has ever been made by an authority in a jurisdiction where any Company does not file Tax Returns that such Company is subjector may be subject to taxation in that jurisdiction. (d) No Company has been party to (or otherwise participated, within the meaning of Treas. Reg. Sec. 1.6011- 4(c)(3), in) (i) any listed transaction within the meaning of Treas. Reg. Sec. 1.6011-4(b)(2) or any predecessor provision, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on any reportable transaction within the books meaning of Section 6011 of the Company Code and the Treasury Regulations thereunder, or (iii) any transaction which was or is a “tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations thereunder. Each of the Companies has set aside disclosed on its books Tax Returns any Tax reporting position taken in any Tax Return which could result in the imposition of penalties under Section 6662 of the Code (or any comparable provisions of state, local or foreign law). (e) There is no agreement, plan, arrangement or other Contract covering any Employee or other service provider of any Company that, considered individually or considered collectively with any other such Contracts, will, or could reasonably adequate for be expected to, give rise directly or indirectly to the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return amount that would not reasonably be expected deductible pursuant to be material Section 280G or Section 162(m) of the Code or give rise to an excise Tax under Section 4999 of the Company and Code. None of the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits Companies is or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is ever has been a party to or bound by any Tax tax indemnity agreement, tax sharing agreement, tax allocation agreement or sharing agreement other than customary agreements similar Contract. None of the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) Companies has any liability for the Taxes of any Person (other than the Company and the Company Subsidiariesanother Company) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law) as a transferee or successor, by Contract or otherwise. EUSA 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. (f) No 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 Merger Effective Time as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Merger Effective Time, (ii) closing agreement as described in Section 7121 (or any corresponding or similar provision of state, local, or foreign Tax law) executed prior to the Merger Effective Time, (iii) intercompany transactions or excess loss accounts described in Treasury regulations under Section 1502 of the Code (or any similar provision of state, local, or non-U.S. lawforeign Tax Law), as a transferee (iv) installment sale or successor, otherwise by operation of Law open transaction disposition made on or by contract. Within prior to the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another PersonMerger Effective Time, or (v) prepaid amount received on or prior to the Merger Effective Time. (g) EUSA has had its stock distributed by another Person, not constituted either a “distributing corporation” or a “controlled corporation” in a transaction that was purported or distribution of stock intended to be governed in whole or in part by Code §qualify for Tax-free treatment under Section 355 or Code §361. The Company of the Code. (h) EUSA has given made available to the Investors an opportunity to review correct Buyer accurate and complete copies of all income Tax Returns and other material Tax Returns filed by any Company during the past five (5) years and all correspondence between any Tax authority and any Company relating thereto. Other than EUSA Pharma (Holdings) SAS, each Non-U.S. Company is treated as a corporation for U.S. federal income tax purposes. (i) Each Company is in material compliance with respect all terms and conditions of any applicable Tax exemptions, Tax holidays or incentives or orders of a foreign government, and the consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax exemptions, holidays, incentives or order. EUSA has made available to taxable periods ending after December 31the Buyer accurate and complete copies of all transfer pricing documentation prepared pursuant to Treasury Regulation Section 1.6662-6 (or any similar foreign statutory, 2013regulatory, or administrative provision) during the past five (5) years. No Company is a party to any gain recognition agreement under Section 367 of the Code. (j) There are no trusts or other arrangements funded or established by any of the Companies under which any Employees or any persons associated with such Employees can obtain a benefit in any form.

Tax. (a) The Company Company: (i) has prepared and filed (taking into account any extension of time within which to file) all foreignmaterial Tax Returns required to be filed by it, federal and state income and all other such filed Tax returns, reports Returns are complete and declarations required by any jurisdiction to which it is subject, accurate in all material respects; (ii) has timely paid all material Taxes and other governmental assessments and charges that are material in amount, (whether or not shown as due) on such returns, reports filed Tax Returns and declarations, except those being contested in good faith, any other material Taxes that the Company is otherwise obligated to pay (taking into account any extension of time to pay such Taxes); (iii) with respect to all material Tax Returns filed by it, has not waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency; and (iv) does not have any deficiency, audit, examination, investigation or other proceeding in respect of material Taxes or Tax matters pending or proposed or threatened in writing, for a Tax period which adequate reserves the statute of limitations for assessments remains open. All material Taxes of the Company which are not yet due and payable have been set aside (A) for periods covered by the Company Financial Statements, adequately accrued and reserved on the Company Financial Statements in accordance with IFRS and (B) for periods not covered by the Company Financial Statements, accrued on the books and records of the Company, in each case as of the date of this Agreement. (b) The Company is not a party to, is not bound by and does not have any obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (iii) has set aside on its books provisions reasonably adequate including any agreement, contract or arrangement providing for the payment sharing or ceding of all Taxes for periods subsequent credits or losses), and does not have any potential liability or obligation to the periods any Person as a result of or pursuant to which any such returnsagreement, reports contract, arrangement or declarations applycommitment other than an agreement, exceptcontract, arrangement or commitment entered into in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements Ordinary Course the primary purpose of which is unrelated does not relate to Taxes. Neither . (c) The Company has withheld and paid to the appropriate taxing authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other person and has complied in all material respects with all applicable Laws, rules and regulations relating to the withholding and remittance and related reporting requirements with respect to such Taxes. (d) The Company nor the Company Subsidiaries (A) has not been a member of an "affiliated group" filing affiliated, consolidated, combined or unitary group for U.S. federal, state, local or non-U.S. Tax purposes. (e) The Company does not have a consolidated federal income request for a material ruling in respect of Taxes pending with any taxing authority. (f) There are no material Tax return liens upon any assets of the Company except for Permitted Liens. (other than g) None of the shares in the Company are “taxable Canadian property” within the meaning of the Tax Act to any shareholder of the Company. (h) The Company has not: (i) received written notice from a group non-Canadian or non-U.S. taxing authority that it has a permanent establishment (within the common parent meaning of which was Companyan applicable Tax treaty) or (B) otherwise has any liability for the Taxes an office or fixed place of any Person (business in a country other than the country in which it is organized or (ii) received written notice from a jurisdiction where it does not file Tax Returns that it is subject to Tax in that jurisdiction. The Company and is not subject to Tax in any country other than its country of incorporation, organization or formation or by virtue of having employees, a permanent establishment, other place of business or similar presence in that country. (i) The Company has not participated in a “reportable transaction” within the meaning of either subsection 237.3(1) of the Tax Act or a “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2) (or any corresponding or similar provision of state, local or non-U.S. Law), or a “notifiable transaction” within the meaning of subsection 237.4(1) of the Tax Act. (j) None of Sections 80 to 80.04, both inclusive, of the Tax Act have applied or will apply to the Company. The Company has no material unpaid amounts that may be required to be included in income under Section 78 of the Tax Act. (k) The Company has not acquired property from any Person in circumstances where the Company Subsidiariesdid or could have become liable for any Taxes payable by such Person pursuant to Section 160 of the Tax Act. (l) under Treasury Regulation The Company has not made any payments or delivered services or sold, transferred or otherwise assigned goods to any Person in circumstances where the provisions of Section 1.1502-6 (247 of the Tax Act, Section 482 of the Code, or any similar provision of state, local, or non-U.S. law), any other similar Law applied. (m) The Company is a “taxable Canadian corporation” as a transferee or successor, otherwise by operation of Law or by contract. Within such term is defined in the last two Tax Act. (2n) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given not taken or agreed to take any action, nor does it intend to or plan to take any action, or have any Knowledge of any fact or circumstance, that could reasonably be expected to prevent the Investors an opportunity to review correct and complete copies of all Transactions from qualifying for the Intended Tax Returns filed with respect to taxable periods ending after December 31Treatment; provided, 2013that the foregoing representation will not prevent the Company from taking any actions required by this Agreement or any Ancillary Agreement.

Tax. The Company (a) (i) has prepared All material Tax Returns required to be filed with respect to the Business for all periods through and filed including the Closing Date have been duly and timely filed, and such Tax Returns are true, correct and complete in all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subjectmaterial respects, (ii) has all material Taxes required to be paid all Taxes (or required to be withheld and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, paid) with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits the Business or the Purchased Assets or (y) administrative any amounts owed by, or judicial related to, the Business to any employee, creditor, independent contractor or other third party have been duly and timely paid (or withheld and paid), (iii) none of the Purchased Assets is subject to any Encumbrances (other than Permitted Encumbrances) as a result of a failure to pay any Tax, and (iv) no written claim has been made by a Governmental Body within the last three years in a jurisdiction where the Seller or any Affiliate of the Seller has not filed Tax proceedings with respect to U.S. federal tax are pending or being conducted Returns with respect to the Company Purchased Assets or the Company Subsidiaries. Neither Business that the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (Seller or any similar provision Affiliate of state, local, the Seller is or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, may be subject to taxation in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed such jurisdiction with respect to taxable periods ending after the Purchased Assets or the Business. (b) Since December 31, 20132009 and as of the date hereof, the Seller has not incurred any Liability for Taxes in respect of any of the Purchased Assets or the Business outside the ordinary course of business. (c) The Seller is not a non-resident of Canada for purposes of Section 116 of the ITA. (d) Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, the representations and warranties contained in this Section 3.13 are the sole and exclusive representations and warranties made by the Seller relating to matters arising under Tax Law.

Tax. The Company Except as set forth in the Balance Sheet (iincluding the notes thereto) has prepared or on Section 3.18 of the Seller Disclosure Schedules, (a) Seller and the Companies have filed all foreign, federal material Tax returns required to be filed with respect to the Purchased Assets and state income such Tax returns as so filed disclose all material Taxes required to be paid with respect to the Purchased Assets for the periods covered thereby; (a) Seller and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has the Companies have timely paid all Taxes and other governmental assessments and charges that are material in amount, (whether or not shown on such returnsa Tax return)required to be paid on or prior to the date hereof, reports and declarationsthe non-payment of which would result in a Lien on any Purchased Asset or would result in the Buyer becoming liable or responsible therefor; (a) there is no action, except those being contested suit, proceeding, investigation, audit or claim now proposed in good faith, writing or pending against Seller or the Companies or with respect to the Purchased Assets that could give rise to a Lien on any Purchased Asset; (a) there are no Liens on the Purchased Assets other than liens for Taxes not yet due and payable for which adequate reserves have been set aside on established in accordance with GAAP; (a) neither Seller nor the books Companies currently are the beneficiary of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment any extension of all Taxes for periods subsequent time within which to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or Tax return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax a Purchased Asset; (a) none of the Purchased Assets are pending or being conducted with respect to “United States real property interests” as such term is defined in Section 897 of the Company or the Company Subsidiaries. Neither the Company Code; and (a) neither Seller nor the Company Subsidiaries is a Companies are party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries (A) has been or any agreement with a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) Taxing Authority, or (B) has have any liability for the Taxes of any other Person (other than the Company Seller and the Company SubsidiariesCompanies) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Personthat, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed each case, will materially increase Buyer’s liability for Taxes with respect to taxable periods ending the Purchased Assets after December 31, 2013the Closing Date. Section 3.18 of the Seller Disclosure Schedules lists the jurisdictions in which Tax returns are or have been filed by Seller or any Company with respect to the Purchased Assets.

Tax. The (a) Each Group Company (i) has prepared and timely filed all foreign, federal and state income Tax Returns required to be filed (taking into account any extension of time to file granted or obtained) and all other such filed Tax returnsReturns (taking into account all amendments thereto) are complete and accurate in all material respects. (b) Except as disclosed in Section 3.17(b) of the Disclosure Schedule, reports all Taxes shown to be payable on all filed Tax Returns have been paid or will be timely paid by or prior to the applicable due dates and declarations required by no deficiency for any jurisdiction to which it is subject, amount of Tax (iiexcept for de minimis sums) has paid all Taxes and other governmental assessments and charges been asserted or assessed by a Governmental Authority in writing against any Group Company that has not been satisfied by payment, settled or withdrawn. (c) There are material in amountno pending, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books Knowledge of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment Seller, threatened, audits, examinations, investigations, or other proceedings in respect of all Taxes for periods subsequent to the periods to which such returns, reports any Tax Return or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by Taxes. (d) None of the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries Group Companies is a party to or bound by has any continuing obligation under any Tax sharing, Tax indemnity or Tax allocation agreement. (e) Each Group Company has established in its books of account, in accordance with the Accounting Principles and consistent with past practices, adequate reserves for the payment of any material Taxes not yet due and payable. (f) Each Group Company has withhold and paid all Taxes, under all applicable Laws, required to have been withheld and paid in connection with material amounts paid or sharing owing to any employee, independent contractor, creditor or shareholder(s) of such Group Company or any other Person. (g) Each Group Company is in compliance in all respects with all terms and conditions of Tax exemption, Tax holiday or other Tax reduction agreement other than customary agreements the primary purpose of which is unrelated or order applicable to Taxes. Neither the Company nor the Company Subsidiaries such Group Company. (Ah) No material claim has been made by a member Governmental Authority in a jurisdiction where any Group Company does not file Tax Returns alleging that such Group Company is or may be subject to taxation by that jurisdiction, nor is there any factual or, to the Knowledge of an "affiliated group" filing the Seller, legal basis for any such claim. (i) None of the Group Companies has waived or requested a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes waiver of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (statute of limitations in respect of material Taxes or agreed to or requested any similar provision extension of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns filed time with respect to taxable a material Tax assessment or deficiency, which waiver or extension is still in effect. (j) There are no Encumbrances for material Taxes on any of the assets of any Group Company other than Permitted Encumbrances. (k) None of the Group Companies has any material Tax liabilities (whether due or to become due) with respect to the income, property and operations of any Group Company that relate to any tax periods ending after prior to the Balance Sheet Date, except for Tax liabilities reflected or reserved in the Financial Statements as of December 31, 20132013 and for the fiscal year then ended or that have arisen after the date of such Financial Statements in the ordinary course of business. (l) All material intercompany arrangements among the Group Companies are made in all material respects in accordance with applicable transfer pricing Laws of the PRC, and all material documentation and/or reporting requirements under relevant transfer pricing Laws have been timely prepared, obtained or performed, and if necessary, all relevant material documentation has been retained in accordance with the relevant transfer pricing Laws.

Tax. The Company (a) (i) has prepared Seller and its Affiliates have filed (or have caused to be filed) when due (taking into account all foreign, federal and state income and permitted extensions) all other material Tax returns, reports and declarations Returns required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, be filed with respect to which adequate reserves have been set aside on the books of the Company Purchased Assets and Assumed Liabilities and paid (iiior caused to be paid) has set aside on its books provisions reasonably adequate for the payment of in full all material Taxes for periods subsequent required to be paid with respect to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) Purchased Assets and Assumed Liabilities; and (ii) abovesuch Tax Returns were true, where complete and correct in all material respects and were prepared in the failure to so pay or file manner required by applicable Laws. Neither Seller nor any such Tax, assessment, charge or return would not reasonably be expected to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes of its Affiliates has received any notice that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted Taxes with respect to the Company Purchased Assets or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company Subsidiaries Assumed Liabilities are owing that have not been paid. (Ab) has been a member of an "affiliated group" filing a consolidated federal income Tax return (other than a group the common parent of which was Company) or (B) has any liability for the Taxes of any Person (other than the Company True, complete and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor the Company 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 Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies of all Tax Returns and all schedules thereto filed with respect to the Business, the Purchased Assets and the Assumed Liabilities and copies of all written communications to or from any Taxing Authority with respect to the Business, any Purchased Asset or any Assumed Liability for the past three (3) prior taxable periods ending after December 31years have been made available to Purchaser for inspection. (c) Neither Seller nor any of its Affiliates has extended or waived the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any material Tax of the Business or with respect to the Purchased Assets or Assumed Liabilities. (d) There are no material assessments, 2013levies or Proceedings pending, or to Seller’s Knowledge, threatened, proposed or contemplated, and no written notice of any material Tax deficiency outstanding, or assessed has been received, in each case, against the Business or with respect to the Purchased Assets or Assumed Liabilities by any Taxing Authority. (e) Seller and its Affiliates have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party of the Business. (f) There are no Liens for Taxes other than Permitted Liens upon any of the Purchased Assets. (g) There are no outstanding extensions or waivers of the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, material Taxes with respect to the Purchased Assets or Assumed Liabilities.

Tax. The Company (ia) has prepared and filed all foreign, federal and state income and all other Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return Except as would not reasonably be expected to have a Company Material Adverse Effect or as otherwise set forth in Section 3.18 of the Company Disclosure Letter: (i) (A) all Tax Returns required to be material to filed with any Tax Authority by or on behalf of the Company and each of its Subsidiaries have been filed when due (taking into account any extension of time within which to file) in accordance with all applicable Laws; (B) all such Tax Returns are accurate and complete in all respects and have been prepared in substantial compliance with all applicable Laws; (C) all Taxes due and payable by the Company Subsidiaries. Other than and each of its Subsidiaries have been timely paid, or withheld and remitted, to the appropriate Tax Authority, except for Taxes for which adequate reserves have been established in accordance with GAAP in the Company SEC Documents; (D) no written claim has been made by any Tax Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that the Company or any of its Subsidiaries is, or may be, subject to Tax by or required to file or be included in a Tax Return in that jurisdiction; and (E) there are no Encumbrances on any of the assets of the Company or any of its Subsidiaries that arose in connection with accrued state sales taxes that may be owedany failure (or alleged failure) to pay any Tax (except for any Permitted Encumbrances); (ii) each of the Company and its Subsidiaries has complied with all applicable Laws relating to the payment and withholding of Taxes and has, there are no unpaid taxes in any material amount claimed in writing within the time and the manner prescribed by applicable Law, withheld from and paid over to the proper Taxing Authorities all amounts required to be due by the taxing authority of any jurisdiction. No so withheld and paid over under all applicable Laws; (xiii) U.S. federal tax audits (A) no outstanding written claim has been received by, and no audit, action, suit or (y) administrative proceeding is in progress, against or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company or any of its Subsidiaries in respect of any Tax; and (B) all deficiencies, assessments or proposed adjustments asserted against the Company Subsidiaries. Neither or any of its Subsidiaries by any Tax Authority have been paid or fully and finally settled; (iv) none of 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 Auto Conversion Effective Time as a result of (A) any change in method of accounting for a taxable period (or portion thereof) ending prior to the Auto Conversion Effective Time, (B) any “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 prior to the Auto Conversion Effective Time, (C) any installment sale or open transaction disposition made prior to the Auto Conversion Effective Time, (D) any prepaid amount received prior to the Auto Conversion Effective Time, (E) any 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), or (F) Section 108(i) of the Code; (v) none of the Company Subsidiaries is a party to or bound by any Tax allocation or sharing agreement other than customary agreements the primary purpose of which is unrelated to Taxes. Neither the Company nor the Company its Subsidiaries (A) is or has been a member of an "affiliated group" group (within the meaning of Section 1504 of the Code) filing a consolidated federal income Tax return Return, other than an affiliated group the common parent of which is or was the Company (a “Company Affiliated Group”), (B) is or has been a member of any affiliated, combined, consolidated, unitary or similar group for state, local or foreign Tax purposes other than a group the common parent of which was Company) is the Company or any of its Subsidiaries (a “Company Combined Group”), or (BC) has any liability for the Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), foreign Law) or as a transferee or successor, otherwise except for such liability arising from membership in a Company Affiliated Group or a Company Combined Group; (vi) no waiver or extension of any statute of limitations in respect of any Taxes or any extension of time with respect to any Tax assessment or deficiency is in effect for the Company or any of its Subsidiaries; and (vii) none of the Company or any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (b) None of the Company or any of its Subsidiaries is a party to or bound by operation any advance pricing agreement, closing agreement or other agreement or ruling relating to Taxes with any Tax Authority that will remain in effect with respect to the Company or any of Law its Subsidiaries after the Auto Conversion Effective Time. (c) None of the Company or by contract. Within any of its Subsidiaries is a party to, or has any liability under, any Tax Sharing Agreement (other than the Split-Off Tax Sharing Agreement). (d) None of the Company or any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (or is a successor to a “distributing corporation” or a “controlled corporation”) in a distribution of stock qualifying or intended to qualify for tax-free treatment (in whole or in part) under Sections 355 or 361(c) of the Code within the last two (2) yearsyears (other than the Split-Off). (e) The Company is not, neither and has never been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. (f) The Company and its Subsidiaries have complied with all unclaimed property or escheat Laws with respect to unclaimed or abandoned property and do not hold property required to have been remitted or escheated to any Governmental Authority, except, in each case, for such noncompliance as would not be material to the Company and its Subsidiaries, taken as a whole. (g) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact, agreement, plan or other circumstance that could reasonably be expected to preclude (i) the Company Subsidiaries has distributed stock Reclassification or the Auto Conversion from qualifying as a “reorganization” within the meaning of another PersonSection 368(a) of the Code or (ii) the Contribution and the Split-Off, or has had its stock distributed by another Persontaken together, in from being treated as a tax-free transaction that was purported or intended to be governed in whole or in part by Code §under Sections 368(a)(1)(D), 355 or Code §361. The Company has given and 361 of the Investors an opportunity to review correct and complete copies of all Tax Returns filed with respect to taxable periods ending after December 31, 2013Code.

Tax. The Company (ia) has prepared and filed all foreign, federal and state All income and all other material Tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all Taxes and other governmental assessments and charges Returns that are material in amount, whether or not shown on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such Tax, assessment, charge or return would not reasonably be expected required to be material to the Company and the Company Subsidiaries. Other than in connection with accrued state sales taxes that may be owed, there are no unpaid taxes in any material amount claimed in writing to be due filed by the taxing authority of any jurisdiction. No (x) U.S. federal tax audits or (y) administrative or judicial Tax proceedings with respect to U.S. federal tax are pending or being conducted with respect to the Company have been timely filed (taking into account applicable extensions) and all such Tax Returns are true, correct and complete in all material respects. (b) All Taxes required to be paid by or with respect to the Company Subsidiarieshave been timely paid. (c) There is no Tax Proceeding pending or that has been threatened in writing by any Taxing Authority against the Company. Neither No deficiency for Taxes has been asserted or assessed by any Taxing Authority in writing against the Company, except for deficiencies that have been fully satisfied by payment, settled, withdrawn or otherwise resolved. In the last three years, no written claim has been received from a Taxing Authority in a jurisdiction where the Company nor does not file income or franchise Tax Returns asserting that the Company Subsidiaries is or may be subject to taxation by that jurisdiction. (d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or extension has not since expired. (e) The Company has complied in all material respects with all Applicable Laws relating to the collection and withholding of Taxes. (f) There are no Liens for Taxes upon any of the assets of the Company other than Permitted Liens. (g) Within the past two years, the Company has not been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. (h) The Company has not participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4. (i) The Company is not a party to any written Tax allocation, Tax sharing or bound by Tax indemnification arrangements under which the Company would be liable after the Closing for Taxes of any Tax allocation or sharing agreement other Person, other than customary any such arrangements that are pursuant to commercial agreements the primary purpose of which is unrelated or arrangements not primarily related to Taxes. Neither . (j) In the last three years, the Company nor the Company Subsidiaries (A) has not been a member of an "affiliated group" group filing a consolidated federal income combined, consolidated, unitary or other similar group Tax return Return (other than a an affiliated group of which the common parent is Parent or an Affiliate of which was CompanyParent). (k) The Company will not be required to include any item of income in, or (B) has exclude any liability item of deduction from, taxable income for the Taxes any Post-Closing Period as a result of any Person (other than i) adjustment under Section 481 of the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 Code (or any similar provision of state, local, local or non-U.S. Tax law) required as a result of a change in method of accounting made prior to the Closing, (ii) “closing agreement” with a Taxing Authority executed prior to the Closing, (iii) installment sale or open transaction disposition made prior to the Closing, (iv) deferred revenue accrued or prepaid amounts received (in each case, for federal income Tax purposes), as prior to the Closing, or (v) election under Section 108(i) or Section 965(h) of the Code made prior to the Closing. (l) The Company is a transferee member of the affiliated group filing consolidated U.S. federal income Tax Returns of which Parent is the common parent. None of Parent, Seller or successor, otherwise by operation of Law or by contract. Within the last two (2) years, neither the Company nor has taken or agreed to take any action, and, to the Company Subsidiaries has distributed stock Knowledge of another Personthe Company, no fact or circumstance within the control of Seller or any Affiliate of Seller exists, that would prevent or impede, or has had its stock distributed by another Personcould reasonably be expected to prevent or impede, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. The Company has given the Investors an opportunity to review correct and complete copies making of all Tax Returns filed with respect to taxable periods ending after December 31, 2013.the Section 338(h)(10)