Common use of Taxes and Governmental Charges Clause in Contracts

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries and Blueberries SAS has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Material Adverse Effect), and all such Tax Returns and reports are true, correct and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of Blueberries; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Material Adverse Effect. (b) The Blueberries Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Blueberries and Blueberries SAS, or their property or rights, arising out of operations on or before September 30, 2018, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries or Blueberries SAS by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries or Blueberries SAS (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, there are no pending requests for any such waivers, extensions or comparable consents. Blueberries has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Blueberries, contemplated against Blueberries or Blueberries SAS in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries nor Blueberries SAS has been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to Blueberries, and Blueberries is not aware of any such investigation, audit or visit planned for the next 12 months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries CryptoGlobal and Blueberries SAS the CryptoGlobal Subsidiaries has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries CryptoGlobal Material Adverse Effect), and all such Tax Returns returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BlueberriesCryptoGlobal; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries CryptoGlobal Material Adverse Effect. (b) The Blueberries CryptoGlobal Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Blueberries CryptoGlobal and Blueberries SASthe CryptoGlobal Subsidiaries, or their property or rights, arising out of operations on or before September 30October 31, 20182017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries CryptoGlobal or Blueberries SAS any of the CryptoGlobal Subsidiaries by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries CryptoGlobal or Blueberries SAS any of the CryptoGlobal Subsidiaries is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries CryptoGlobal or Blueberries SAS any of the CryptoGlobal Subsidiaries (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, CryptoGlobal there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries CryptoGlobal has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries CryptoGlobal Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BlueberriesCryptoGlobal, contemplated against Blueberries CryptoGlobal or Blueberries SAS the CryptoGlobal Subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries CryptoGlobal nor Blueberries SAS any of the CryptoGlobal Subsidiaries has been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BlueberriesCryptoGlobal, and Blueberries CryptoGlobal is not aware of any such investigation, audit or visit planned for the next 12 twelve months. (g) In this Section 3.283.21, references to Blueberries CryptoGlobal include references to every predecessor of Blueberries CryptoGlobal and a reference to Blueberries SAS a CryptoGlobal Subsidiary includes a reference to every predecessor of Blueberries SASthe CryptoGlobal Subsidiary.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries the Company has (with respect to it and Blueberries SAS has:its subsidiaries): (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Company Material Adverse Effect), ) and all such Tax Returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of Blueberriesthe Company; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Company Material Adverse Effect. (b) The Blueberries Company Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on Blueberries the Company and Blueberries SASits subsidiaries, or its or their property or rights, arising out of operations on or before September June 30, 20182021, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries the Company or Blueberries SAS any of its subsidiaries by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries or Blueberries SAS the Company (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, the Company there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries The Company has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries Company Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Blueberriesthe Company, contemplated against Blueberries the Company or Blueberries SAS any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries the Company nor Blueberries SAS any of its subsidiaries has been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to Blueberriesthe Company, and Blueberries the Company is not aware of any such investigation, audit or visit planned for the next 12 months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries the Acquiror (with respect to it and Blueberries SAS its subsidiaries) has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Material Adverse Effect), and all such Tax Returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of Blueberriesthe Acquiror; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Entity; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Material Adverse Effect. (b) The Blueberries Acquiror Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on Blueberries the Acquiror and Blueberries SASits subsidiaries, or its or their property or rights, arising out of operations on or before September 30, 2018the date of the last audited Acquiror Financial Statements, regardless of whether such amounts are payable before or after the Effective Date. (c) Neither the Acquiror nor any of its subsidiaries has an obligation to file an information return with respect to a “reportable uncertain tax treatment” pursuant to the proposed legislative proposals in respect of new section 237.5 of the Tax Act released on August 9, 2022 if such draft legislation were in force. (d) No deficiency in payment of any Taxes for any period has been asserted against Blueberries the Acquiror or Blueberries SAS any of its subsidiaries by any Governmental Authority Entity and remains unsettled at the date hereof. (de) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries or Blueberries SAS the Acquiror (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, the Acquiror there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries The Acquiror has not received a ruling from any Governmental Authority Entity or signed an agreement with any Governmental Authority Entity that could reasonably be expected to have a Blueberries Material Adverse Effect. (ef) There Other than as set out in Section 5.25(f) of the Acquiror Disclosure Letter, there are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Blueberriesthe Acquiror, contemplated against Blueberries the Acquiror or Blueberries SAS any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority Entity relating to any Taxes. (fg) Neither Blueberries nor Blueberries SAS Other than as set out in Section 5.25(g) of the Acquiror Disclosure Letter, the Acquiror has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority Entity relating to Tax which has been notified to Blueberriesthe Acquiror, and Blueberries the Acquiror is not aware of any such investigation, audit or visit planned for the next 12 months. (gh) In this No Lien for Taxes has been filed or exists with respect to any assets or properties of the Acquiror or any of its subsidiaries other than for Taxes not yet due and payable or Liens for Taxes that are being contested in good faith by appropriate proceedings. (i) The Acquiror and each of its subsidiaries has duly and timely withheld or collected amounts required to be withheld or collected by it on account of Taxes and has duly and timely remitted all such Taxes or other amounts to the appropriate Governmental Entity when required by Law to do so. (j) For any transactions between the Acquiror or its subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Acquiror or its subsidiaries was not dealing at arm’s length for purposes of the Tax Act, the Acquiror or its subsidiaries has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation). (k) No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Acquiror or its subsidiaries being subject to the application of Section 3.28159 or Section 160 of the Tax Act (or comparable provisions of any other applicable legislation). (l) None of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) have applied to the Acquiror or its subsidiaries, references and there are no circumstances existing which could reasonably be expected to Blueberries include references result in the application of Sections 78 or 80 to every predecessor 80.04 of Blueberries and the Tax Act (or comparable provisions of any other applicable legislation) to the Acquiror or its subsidiaries. (m) The Acquiror Shares are listed on a reference to Blueberries SAS includes “designated stock exchange”, as that term is defined in section 248(1) of the Tax Act. (n) The Acquiror is a reference to every predecessor “public corporation”, as that term is defined in subsection 89(1) of Blueberries SASthe Tax Act. (o) The Acquiror does not have any knowledge of any fact or circumstance that would prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment, including, but not limited to, knowledge that the Acquiror, either directly or indirectly through an affiliate or subsidiary, owns or owned any Company Shares.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries and Blueberries SAS Thundermin has: (ia) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Material Adverse Effect), and all such Tax Returns returns and reports are true, correct correct, and complete in all material respects; (iib) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BlueberriesThundermin; (iiic) duly and correctly reported all income and other amounts required to be reported; (ivd) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (ve) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Material Adverse Effect. (bf) The Blueberries Thundermin Audited Financial Statements contain adequate provision reflect a reserve in accordance with IFRS for all Taxes, assessments Taxes payable by Thundermin for all taxable periods and levies imposed on Blueberries and Blueberries SAS, or their property or rights, arising out portions thereof through the date of operations on or before September 30, 2018, regardless of whether such amounts are payable before or after the Effective Datefinancial statements. (cg) No deficiency in payment of any Taxes for any period has been asserted against Blueberries or Blueberries SAS by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes has been proposed, asserted or Tax Returns that have been given or made by Blueberries or Blueberries SAS (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberriesassessed in writing against Thundermin, there are no pending requests for any such waivers, extensions or comparable consents. Blueberries has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits investigations or claims now pending or threatened or, to the knowledge of BlueberriesThundermin, contemplated threatened against Blueberries or Blueberries SAS Thundermin in respect of Taxes or any Taxes and there are no matters under discussion with any Governmental Authority relating to Taxes, and no waivers or written requests for waivers of the time to assess any Taxessuch Taxes are outstanding or pending. (fh) Neither Blueberries nor Blueberries SAS has been subject to or Thundermin is currently not subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BlueberriesThundermin, and Blueberries Thundermin is not aware of any such investigation, audit or visit planned for the next 12 months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) As Each of the date of this Agreement, each of Blueberries Rambler and Blueberries SAS hasits Subsidiaries have: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Rambler Material Adverse Effect), and all such Tax Returns returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BlueberriesRambler; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Rambler Material Adverse Effect. (b) The Blueberries Rambler Audited Financial Statements contain adequate provision reflect a reserve in accordance with IFRS for all Taxes, assessments Taxes payable by Rambler and levies imposed on Blueberries its Subsidiaries for all taxable periods and Blueberries SAS, or their property or rights, arising out portions thereof through the date of operations on or before September 30, 2018, regardless of whether such amounts are payable before or after the Effective Datefinancial statements. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries or Blueberries SAS by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes has been proposed, asserted or Tax Returns that have been given assessed in writing against Rambler or made by Blueberries or Blueberries SAS (including the time for filing any of Tax Returns or paying Taxes). To the knowledge of Blueberriesits Subsidiaries, there are no pending requests for any such waivers, extensions or comparable consents. Blueberries has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits investigations or claims now pending or threatened or, to the knowledge of BlueberriesRambler, contemplated threatened against Blueberries Rambler or Blueberries SAS any of its Subsidiaries in respect of Taxes or any Taxes and there are no matters under discussion with any Governmental Authority relating to Taxes, in each case which are likely to have a Rambler Material Adverse Effect, and no waivers or written requests for waivers of the time to assess any Taxessuch Taxes are outstanding or pending. (fd) Neither Blueberries nor Blueberries SAS has been subject to None of Rambler or any of its Subsidiaries is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BlueberriesRambler or any of its Subsidiaries, and Blueberries Rambler is not aware of any such investigation, audit or visit planned for the next 12 months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries MindHealth has, and Blueberries SAS hashas caused MindHealth Lesotho to have: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries MindHealth Material Adverse Effect), and all such Tax Returns returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BlueberriesMindHealth; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries MindHealth Material Adverse Effect. (b) The Blueberries MindHealth Financial Statements contain contain, or will contain, adequate provision for all Taxes, assessments and levies imposed on Blueberries and Blueberries SASMindHealth, or their property or rights, arising out of operations on or before September 30August 31, 20182020, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries or Blueberries SAS MindHealth by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries MindHealth or Blueberries SAS MindHealth Lesotho is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries MindHealth or Blueberries SAS MindHealth Lesotho (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BlueberriesMindHealth, there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries Neither MindHealth not MindHealth Lesotho has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries MindHealth Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BlueberriesMindHealth, contemplated against Blueberries MindHealth or Blueberries SAS MindHealth Lesotho in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries nor Blueberries SAS has been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to Blueberries, and Blueberries is not aware of any such investigation, audit or visit planned for the next 12 months. (g) . In this Section 3.283.17, references to Blueberries MindHealth include references to every predecessor of Blueberries MindHealth, and a reference to Blueberries SAS MindHealth Lesotho includes a reference to every predecessor of Blueberries SASMindHealth Lesotho.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries and Blueberries SAS Tiller has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries an Tiller Material Adverse Effect), and all such Tax Returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BlueberriesTiller; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries an Tiller Material Adverse Effect. (b) The Blueberries Tiller Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Blueberries and Blueberries SASTiller, or their its property or rights, arising out of operations on or before September 30, 20182017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries or Blueberries SAS Tiller by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries or Blueberries SAS Tiller is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries or Blueberries SAS Tiller (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, Tiller there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries Tiller has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries an Tiller Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BlueberriesTiller, contemplated against Blueberries or Blueberries SAS Tiller in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries nor Blueberries SAS Tiller has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BlueberriesTiller, and Blueberries Tiller is not aware of any such investigation, audit or visit planned for the next 12 twelve months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) As of the date of this Agreement, Cardinal has and has caused each of Blueberries and Blueberries SAS hasthe Cardinal Subsidiaries to have: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries an Cardinal Material Adverse Effect), and all such Tax Returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BlueberriesCardinal; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries an Cardinal Material Adverse Effect. (b) The Blueberries Cardinal Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Blueberries Cardinal and Blueberries SASeach of the Cardinal Subsidiaries, or their its property or rights, arising out of operations on or before September 30December 31, 20182019, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries Cardinal or Blueberries SAS any Cardinal Subsidiary by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries Cardinal or Blueberries SAS any Cardinal Subsidiary is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries Cardinal or Blueberries SAS any Cardinal Subsidiary (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, Cardinal there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries Cardinal has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries Cardinal Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BlueberriesCardinal, contemplated against Blueberries Cardinal or Blueberries SAS any Cardinal Subsidiary in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries nor Blueberries SAS None of Cardinal or any Cardinal Subsidiary has been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BlueberriesCardinal or any Cardinal Xxxxxxxxxx, and Blueberries none of Cardinal or any Cardinal Subsidiary is not aware of any such investigation, audit or visit planned for the next 12 twelve months. (g) . In this Section 3.284.17, references to Blueberries Cardinal include references to every predecessor of Blueberries Cardinal and a reference to Blueberries SAS a Cardinal Subsidiary includes a reference to every predecessor of Blueberries SASthe Cardinal Subsidiary.

Taxes and Governmental Charges. (a) As of the date of this Agreement, each of Blueberries the Purchaser (with respect to it and Blueberries SAS its subsidiaries) has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Purchaser Material Adverse Effect), and all such Tax Returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of Blueberriesthe Purchaser; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Purchaser Material Adverse Effect. (b) The Blueberries Purchaser Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on Blueberries the Purchaser and Blueberries SASits subsidiaries, or its or their property or rights, arising out of operations on or before September 30, 20182021, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against Blueberries the Purchaser or Blueberries SAS any of its subsidiaries by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries or Blueberries SAS the Purchaser (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberries, the Purchaser there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries The Purchaser has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Blueberries Purchaser Material Adverse Effect. (e) There Other than as set out in Section 5.24(e) of the Purchaser Disclosure Letter, there are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Blueberriesthe Purchaser, contemplated against Blueberries the Purchaser or Blueberries SAS any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) Neither Blueberries nor Blueberries SAS Other than as set out in Section 5.24(e) of the Purchaser Disclosure Letter, the Purchaser has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to Blueberriesthe Purchaser, and Blueberries the Purchaser is not aware of any such investigation, audit or visit planned for the next 12 twelve months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) Other than as set out in Section 4.24(a) of the Company Disclosure Letter, As of the date of this Agreement, each of Blueberries the Company has (with respect to it and Blueberries SAS has:its subsidiaries): (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Blueberries Material Adverse Effect), ) and all such Tax Returns and reports are true, correct correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of Blueberriesthe Company; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Entity; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Blueberries Material Adverse Effect. (b) The Blueberries Company Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on Blueberries the Company and Blueberries SASits subsidiaries, or its or their property or rights, arising out of operations on or before September 30, 2018the date of the Company Financial Statements, regardless of whether such amounts are payable before or after the Effective Date. (c) Neither the Company nor any of its subsidiaries has an obligation to file an information return with respect to a “reportable uncertain tax treatment” pursuant to the proposed legislative proposals in respect of new section 237.5 of the Tax Act released on August 9, 2022 if such draft legislation were in force. (d) No deficiency in payment of any Taxes for any period has been asserted against Blueberries the Company or Blueberries SAS any of its subsidiaries by any Governmental Authority Entity and remains unsettled at the date hereof. (de) No Tax Return of Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Blueberries or Blueberries SAS the Company (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Blueberriesthe Company, there are no pending requests for any such waivers, extensions extensions, or comparable consents. Blueberries The Company has not received a ruling from any Governmental Authority Entity or signed an agreement with any Governmental Authority Entity that could reasonably be expected to have a Blueberries Material Adverse Effect. (ef) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Blueberriesthe Company, contemplated against Blueberries the Company or Blueberries SAS any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority Entity relating to any Taxes. (fg) Neither Blueberries the Company nor Blueberries SAS any of its subsidiaries has been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority Entity relating to Tax which has been notified to Blueberriesthe Company, and Blueberries the Company is not aware of any such investigation, audit or visit planned for the next 12 months. (gh) In this No Lien for Taxes has been filed or exists with respect to any assets or properties of the Company or any of its subsidiaries other than for Taxes not yet due and payable or Liens for Taxes that are being contested in good faith by appropriate proceedings. (i) The Company and each of its subsidiaries has duly and timely withheld or collected amounts required to be withheld or collected by it on account of Taxes and has duly and timely remitted all such Taxes or other amounts to the appropriate Governmental Entity when required by Law to do so. (j) For any transactions between the Company or its subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Company or its subsidiaries was not dealing at arm’s length for purposes of the Tax Act, the Company or its subsidiaries has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation). (k) No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Company or its subsidiaries being subject to the application of Section 3.28159 or Section 160 of the Tax Act (or comparable provisions of any other applicable legislation). (l) None of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) have applied to the Company or its subsidiaries, references and there are no circumstances existing which could reasonably be expected to Blueberries include references result in the application of Sections 78 or 80 to every predecessor 80.04 of Blueberries and the Tax Act (or comparable provisions of any other applicable legislation) to the Company or its subsidiaries. (m) The Company Shares are listed on a reference to Blueberries SAS includes “designated stock exchange”, as that term is defined in section 248(1) of the Tax Act. (n) The Company is a reference to every predecessor “public corporation”, as that term is defined in subsection 89(1) of Blueberries SASthe Tax Act. (o) The Company does not have any knowledge of any fact or circumstance that would prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment.