Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) Each of Pubco and Merger Sub has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials have been established in accordance with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations or other Actions pending against Pubco or Merger Sub in respect of any material Tax, and neither Pubco nor Merger Sub has been notified in writing of any material proposed Tax claims or assessments against Pubco or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Pubco Financials have been established in accordance with GAAP). There are no Liens with respect to any Taxes upon any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Merger Sub for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (b) Since the date of their respective formations, each of Pubco and Merger Sub has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

Taxes and Returns. (a) Each Ralcorp and each of Pubco and Merger Sub the Ralcorp Subsidiaries has or will have timely filed, filed or caused to be timely filed, filed all material Tax Returns required to be filed by it, which and all Tax Returns filed by Ralcorp and the Ralcorp Subsidiaries are true, accurate, complete and correct and complete in all material respects, . (b) Ralcorp and has the Ralcorp Subsidiaries have each timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials Ralcorp Financial Statements have been established in accordance with GAAP. Schedule 5.12(aestablished. (c) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco Ralcorp or Merger Sub any of the Ralcorp Subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub Ralcorp has not been notified in writing of any material proposed Tax claims or assessments against Pubco Ralcorp or Merger Sub any of the Ralcorp Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials Ralcorp Financial Statements have been established or which are being contested in accordance with GAAPgood faith or are immaterial in amount). . (d) There are no Liens material federal, state, local or foreign audits or administrative proceedings pending with respect regard to any Taxes upon material amounts of Tax or Tax Returns of Ralcorp or the Ralcorp Subsidiaries and none of them has received a written notice of any proposed material audit or proceeding. (e) Neither Ralcorp nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub the Ralcorp Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. . (f) There are no outstanding requests by Pubco Ralcorp or Merger Sub any of Ralcorp Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesreturn. (bg) Since There are no liens for material amounts of Taxes on the date assets of their respective formationsRalcorp or any of Ralcorp Subsidiaries except for statutory liens for current Taxes not yet due and payable. (h) Neither Ralcorp nor any Ralcorp Subsidiary is a party to any agreement, each of Pubco and Merger Sub has not (i) changed any Tax accounting methodscontract, policies or procedures except as required by a change in Law, (ii) made, revokedarrangement, or amended plan that has resulted or would result, individually or in the aggregate, in connection with this Agreement or any material Tax election, (iii) filed change of control of Ralcorp or any amended Tax Returns or claim for refund or (iv) entered into of Ralcorp Subsidiaries in the payment of any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund"excess parachute payments" within the meaning of Section 280G of the Code.

Taxes and Returns. (a) Each The Company and each of Pubco and Merger Sub the Company Subsidiaries has or will have timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by it, which Tax Returns and all such tax returns are true, accurate, complete and correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials Company Financial Statements have been established or which are being contested in accordance with GAAPgood faith. Schedule 5.12(a) sets Except as set forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There in Section 2.16 of the Company Disclosure Letter, there are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations material claims or other Actions assessments pending against Pubco the Company or Merger Sub any of the Company Subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub the Company has not been notified in writing of any material proposed Tax claims or assessments against Pubco the Company or Merger Sub any of the Company Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials Company Financial Statements have been established or which are being contested in accordance with GAAPgood faith or are immaterial in amount). There are no Liens with respect Except as would not reasonably be expected to any Taxes upon have a Material Adverse Effect: (i) neither the Company nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There ; and (ii) there are no outstanding requests by Pubco the Company or Merger Sub any of the Company Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each otherThe statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, neither Pubco nor Merger Sub are notInc. ending December 31, 1994, and have never beenof Triton Group Ltd. ending March 31, a member 1994. To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any consolidated, combined, unitary of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or affiliated group any of corporations for any the Company Subsidiaries with respect to Tax purposesmatters. (b) Since For purposes of this Agreement, the date of their respective formationsterm "TAX" shall mean any federal, each of Pubco and Merger Sub has not (i) changed any Tax accounting methodsstate, policies local, foreign or procedures except as required by a change in Lawprovincial income, (ii) madegross receipts, revokedproperty, sales, use, license, excise, franchise, employment, payroll, alternative or add-on minimum, ad valorem, transfer or excise tax, or amended any material Tax electionother tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "TAX RETURN" shall mean a report, return or other information (iiiincluding any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a governmental entity with respect to any amended Tax Returns or Tax, including an information return, claim for refund refund, amended return or (iv) entered into any closing agreement affecting declaration or otherwise settled or compromised any material Tax Liability or refundestimated Tax.

Taxes and Returns. Except as would not reasonably be expected to have a Material Adverse Effect: (a) Each of Pubco Chaparral and Merger Sub each Subsidiary has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by itit (taking into account all available extensions) (collectively, which “Tax Returns”), and all such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes that it is contesting in good faith or for which adequate reserves in the Pubco Chaparral Financials have been established in accordance with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco Chaparral or Merger Sub any Subsidiary in respect of any material Tax, and neither Pubco Chaparral nor Merger Sub any Subsidiary has been notified in writing of any material proposed Tax claims claims, assessments or assessments audits against Pubco Chaparral or Merger Sub any Subsidiary (other than, in each case, claims or assessments for which adequate reserves in the Pubco Chaparral Financials have been established in accordance with GAAP or are immaterial in amount). There are no material Encumbrances with respect to any Taxes upon any of Chaparral’s or any Subsidiary’s assets, other than: (i) Taxes, the payment of which are not yet due, (ii) Taxes or charges being contested in good faith by appropriate proceedings, or (iii) Taxes for which adequate reserves in the Chaparral Financials have been established in accordance with GAAP). There are no Liens with respect No Tax Returns of Chaparral have been audited over the last 5 years. Chaparral has delivered or made available to any Taxes upon any Parent correct and complete copies of Pubco all Tax Returns filed, examination reports and statements of deficiencies assessed or Merger Sub’s assets, other than Permitted Liensagreed to by Chaparral for the last 2 years. Neither Pubco Chaparral nor Merger Sub any Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco Chaparral or Merger Sub any Subsidiary for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other. (b) Neither Chaparral nor any Subsidiary 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 securities (to any Person or entity that is not a member of the consolidated group of which Chaparral or any Subsidiary is the common parent corporation) qualifying for, neither Pubco or intended to qualify for, Tax-free treatment under Section 355 of the Code: (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither Chaparral nor Merger Sub are not, and have never been, any Subsidiary is nor has it ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposespurposes other than a group of which Chaparral or such Subsidiary is or was the common parent corporation. (bd) During the past 5 years neither Chaparral nor any Subsidiary has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority. (e) Neither Chaparral nor any Subsidiary has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4. (f) Since the date of their respective formationsDecember 31, each of Pubco and Merger Sub has not 2008, neither Chaparral nor any Subsidiary has: (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, revoked or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability liability or refund. (g) Chaparral is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or similar contract. Chaparral is not a party to any joint venture, partnership, or other arrangement or contract, which could be treated as a partnership or “disregarded entity” for United States federal income Tax purposes. (h) Chaparral is not obligated under any agreement, contract or arrangement that may result in the payment of any amount that would not be deductible by reason of Sections 162(m) or 280G of the Code. (i) Chaparral has not been or, to its knowledge, will be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax Laws as a result of transactions, events or accounting methods employed prior to the Merger other than any such adjustments required as a result of the Merger. Chaparral has not filed any consent to have the provisions of paragraph 341(f) of the Code (or comparable provisions of any state Tax Laws) apply to Chaparral. Chaparral has not filed any disclosures under Section 6662 or comparable provisions of state, local or foreign law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Tax Return. (j) For purposes of this Agreement, the following terms have the following meanings: “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign), (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period, and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee of or successor to any Person, or as a result of any express or implied obligation to indemnify any other Person. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Chaparral makes no representation or warranty related to any Taxes, except for those representations and warranties set forth in this Section 2.17.

Taxes and Returns. (a) Each of Pubco and Merger Sub Intermediate has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by itit (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheldwithheld (whether or not shown on any Tax Return), all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Intermediate Financials have been established in accordance with GAAPIFRS and has no Liability for Taxes in excess of the amounts so paid. Schedule 5.12(aThe Intermediate Financials reflect all material Liabilities for unpaid Taxes of Intermediate for the periods (or portions of periods) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Returncovered by the Intermediate Financials. Intermediate has no material Liability for unpaid Taxes accruing after the Intermediate Financials date, except for Taxes arising in the ordinary course of business consistent with past practice. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco or Merger Sub Intermediate in respect of any material Tax, and neither Pubco nor Merger Sub Intermediate has not been notified in writing of any material proposed Tax claims or assessments against Pubco or Merger Sub Intermediate (other than, in each case, claims or assessments for which adequate reserves in the Pubco Intermediate Financials have been established in accordance with GAAPIFRS or are immaterial in amount). There are no Liens with respect to any Taxes upon any of Pubco or Merger SubIntermediate’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub Intermediate has any no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Merger Sub Intermediate for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (b) Since the date of their respective formationsJanuary 1, each of Pubco and Merger Sub 2020, Intermediate has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund. (c) To the Knowledge of Intermediate, and based on advice of counsel: (a) there are no jurisdictions in which Intermediate is legally required to file a Tax Return other than the jurisdictions in which Intermediate has filed Tax Returns and (b) Intermediate is not subject to Tax in any jurisdiction other than its country of incorporation, organization or formation by virtue of having employees, a permanent establishment or any other place of business in such jurisdiction.

Taxes and Returns. (a) Each Except as set forth in Section 3.17(a) of Pubco and Merger Sub the Radiancy Disclosure Letter, Radiancy has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns and reports required to be filed by itit and the Radiancy Subsidiaries (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Radiancy Financials have been established in accordance with GAAP. Schedule 5.12(aestablished. (b) Section 3.17(b) of the Radiancy Disclosure Letter sets forth each jurisdiction where Pubco Radiancy and each Radiancy Subsidiary files or Merger Sub file or are is required to file a Tax Return. There . (c) To the knowledge of Radiancy, neither Radiancy nor any of the Radiancy Subsidiaries is being audited by any Tax authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) Except as set forth in Section 3.17(d) of the Radiancy Disclosure Letter, there are no material claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco Radiancy or Merger Sub any of the Radiancy Subsidiaries in respect of any material Tax, and neither Pubco nor Merger Sub Radiancy or any of the Radiancy Subsidiaries has been notified in writing of any material proposed Tax claims or assessments against Pubco Radiancy or Merger Sub any of the Radiancy Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Pubco Radiancy Financials have been established or are immaterial in accordance with GAAPamount). . (e) There are no Liens material liens with respect to any Taxes upon any of Pubco Radiancy’s or Merger Sub’s Radiancy Subsidiaries’ assets, other than Permitted Liens. Neither Pubco (i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Radiancy Financials have been established. (f) Except as set forth in Section 3.17(f) of the Radiancy Disclosure Letter, neither Radiancy nor Merger Sub any of the Radiancy Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco Radiancy or Merger Sub any of the Radiancy Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (bg) Since Except as set forth in Section 3.17(g) of the date Radiancy Disclosure Letter, neither Radiancy nor any of their respective formationsthe Radiancy Subsidiaries has made any change in accounting method or received a ruling from, each or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither Radiancy nor any of Pubco and Merger Sub the Radiancy Subsidiaries has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) changed Neither Radiancy nor any of the Radiancy Subsidiaries has any material liability or material potential liability for the Taxes of another Person (i) under any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revokedas a transferee or successor, or amended any material Tax election, (iii) filed by contract, indemnity or otherwise. (j) Neither Radiancy nor any amended of the Radiancy Subsidiaries is a party to or bound by any Tax Returns indemnity agreement, Tax sharing agreement or claim for refund Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (iv) entered into any including advance pricing agreement, closing agreement affecting or otherwise settled other agreement relating to Taxes with any taxing authority) that will be binding on Radiancy or compromised any Radiancy Subsidiary with respect to any period following the Closing Date. (k) Neither Radiancy nor any of the Radiancy Subsidiaries has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Tax Liability or refundTaxes, nor is any such request outstanding.

Taxes and Returns. (a) Each of Pubco and Merger Sub Bowmxx xxx each Bowmxx Xxxsidiary has or will have timely filed, or caused to be timely filed, filed all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials Bowmxx Xxxancial Statements have been established or which are being contested in accordance good faith and with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required respect to file a Tax Returnwhich Bowmxx xx maintaining reserves adequate for their payment. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco or Merger Sub Bowmxx xx any Bowmxx Xxxsidiary for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub has Bowmxx xxx not been notified in writing of any material proposed Tax claims or assessments against Pubco or Merger Sub Bowmxx xx any Bowmxx Xxxsidiary (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials Bowmxx Xxxancial Statements have been established or which are being contested in accordance with GAAP). There are no Liens good faith and with respect to any Taxes upon any of Pubco which Bowmxx xx maintaining reserves adequate for their payment or Merger Sub’s assets, other than Permitted Liensare immaterial in amount). Neither Pubco nor Merger Sub Bowmxx xxx any Bowmxx Xxxsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Merger Sub Bowmxx xx any Bowmxx Xxxsidiary for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesreturn. (b) Since To the date best knowledge of their respective formationsBowmxx, each xxere are no liens for material amounts of Pubco Taxes on the assets of Bowmxx xx any Bowmxx Xxxsidiary except for statutory liens for current Taxes not yet due and Merger Sub has not payable. (ic) changed No examination or audit of any Tax accounting methodsReturns of Bowmxx xx any of the Bowmxx Xxxsidiaries by any Governmental Authority is currently in progress or, policies to the best knowledge of Bowmxx, xxreatened or procedures except as required by contemplated. (d) Bowmxx xxx not taken or agreed to take any action that would prevent the Merger from constituting a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refundtax-free reorganization under the provisions of Section 368 of the Code.

Taxes and Returns. (a) Each of Pubco and each of the Merger Sub has Subs have or will have timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it(taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, . Pubco and has each of the Merger Subs have timely paid, collected collected, withheld or withheldremitted, or caused to be paid, collected collected, withheld or withheldremitted, all material Taxes required to be paid, collected collected, withheld or withheldremitted, other than such Taxes for which adequate reserves in the Pubco Financials have been established in accordance with GAAP. Schedule 5.12(aGAAP or IFRS. (b) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions pending or in progress against Pubco any of Pubco, Merger Sub I or Merger Sub II, in respect of any material Tax, and neither Pubco nor none of Pubco, Merger Sub has I or Merger Sub II have been notified in writing of any material proposed Tax claims or assessments against Pubco any of Pubco, Merger Sub I or Merger Sub II (other than, in each case, claims or assessments for which adequate reserves in the Pubco Financials have been established in accordance with GAAPGAAP or IFRS). . (c) There are no Liens with respect to any Taxes upon any of Pubco Pubco’s, Merger Sub I’s or Merger SubSub II’s assets, other than Permitted Liens. Neither Pubco nor . (d) None of Pubco, Merger Sub has I or Merger Sub II have requested or consented to any outstanding waivers or extensions of any applicable statute of limitations to assess for the collection or assessment of any material amount of Taxes. , which waiver or extension (or request for such waiver or extension) is outstanding or pending. (e) There are is no outstanding requests by Pubco Action currently pending or threatened against Pubco, Merger Sub I or Merger Sub for any extension of time within which II by a Governmental Authority in a jurisdiction where Pubco, Merger Sub I and Merger Sub II do not file Tax Returns that it is or may be subject to Tax or required to file any a Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesin that jurisdiction. (bf) Since Pubco has never been a party to any transaction that was intended to qualify under Section 355 of the date Code (or under so much of their respective formationsSection 356 of the Code as relates to Section 355 of the Code). (g) None of Pubco, each Merger Sub I or Merger Sub II have been a party to any “reportable cross border arrangement” as defined in 3(19) of Pubco Directive 2011/16/EU as amended by Directive (EU) 2018/822 that has not yet been reported. (h) None of Pubco, Merger Sub I or Merger Sub II have knowingly taken any action, nor is aware of any fact or circumstance, that would reasonably be expected to prevent the relevant portions of the Transactions from qualifying for the Intended Tax Treatment. (i) Each of Pubco, Merger Sub I and Merger Sub has II is not (i) changed any resident for tax purposes outside the jurisdiction of its incorporation and is not managed or controlled outside such jurisdiction for income Tax accounting methodspurposes. None of Pubco, policies Merger Sub I or procedures except as required by a change in Law, (ii) made, revokedMerger Sub II has, or amended has ever had, a permanent establishment in any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refundcountry other than the country of its organization.

Taxes and Returns. (a) Each of Pubco and Merger Sub 8.1 The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by itit or the Company Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which such Tax Returns are true, accurate, correct and complete in all material respectscomplete, and has paid, collected or withheld, or caused to be paid, collected or withheldwithheld set forth on such Tax Returns, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials have been established in accordance with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco the Company or Merger Sub any of the Company Subsidiaries in respect of any material Tax, and neither Pubco the Company nor Merger Sub any of the Company Subsidiaries has been notified in writing of any material proposed Tax claims or assessments against Pubco the Company or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in any of the Pubco Financials have been established in accordance with GAAP)Company Subsidiaries. There are no Liens material liens with respect to any Taxes upon any of Pubco the Company’s or Merger Sub’s the Company Subsidiaries’ assets, other than Permitted Liens(i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings. Neither Pubco the Company nor Merger Sub any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco the Company or Merger Sub any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each otherThere are no Encumbrances for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable. 8.2 Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to result in a Company Material Adverse Effect following Completion. 8.3 As of the date hereof, neither Pubco the Company nor Merger Sub are not, and have never been, a member any of the Company Subsidiaries is being audited by any consolidated, combined, unitary taxing authority or affiliated group of corporations for has been notified by any Tax purposesauthority that any such audit is contemplated or pending. (b) Since 8.4 Neither the date Company nor any of their respective formationsthe Company Subsidiaries participated in, each or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. 8.5 Neither the Company nor any of Pubco and Merger Sub has not the Company Subsidiaries have (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund refund, or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability liability or refund. 8.6 The Company and the Company Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, consultant, creditor, stockholder, or other third party.

Taxes and Returns. (a) Each Except as set forth in the Oritani Disclosure Schedule or as would not have a Material Adverse Effect on Oritani or the Bank, Oritani, the Bank and each of Pubco and Merger Sub has or will their Subsidiaries have timely filed, or caused to be timely filed, filed (and until the Effective Time will so file) all federal and state income and other material Tax Returns required to be filed by itthem in respect of any Taxes (which such Returns which have already been filed were and continue to be, which Tax Returns are true, accurate, correct and complete in all material respectsrespects and which such Returns which will be filed will be true, correct and has paid, collected or withheld, or caused to be paid, collected or withheld, complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes required to be paid, collected or withheldshown as due and payable on such Returns, other than such Taxes for or other charges which adequate reserves are being contested in good faith (and disclosed to Valley in writing). Except as set forth in the Pubco Financials Oritani Disclosure Schedule, Oritani, the Bank and each of their Subsidiaries have been established in accordance with GAAP. Schedule 5.12(a(and until the Effective Time will establish) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claimson their books and records reserves for the payment of all Taxes not yet due and payable, assessments. audits, examinations, to the Knowledge of Pubco, investigations or other Actions pending against Pubco or Merger Sub but incurred in respect of Oritani, the Bank or any material TaxSubsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the Oritani Disclosure Schedule, the federal income Returns of Oritani, the Bank and neither Pubco each of their Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Oritani Disclosure Schedule, the applicable state income and local Returns of Oritani, the Bank and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Oritani Disclosure Schedule, there are no audits or other administrative or court proceedings presently pending nor Merger Sub has been notified in writing of any material proposed Tax other disputes pending, or claims asserted for, Taxes or assessments against Pubco upon Oritani, the Bank or Merger Sub (other thanany of their Subsidiaries, in each casenor has Oritani, claims the Bank or assessments for which adequate reserves in any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the Pubco Financials have been established in accordance with GAAP). There are no Liens application of the statute of limitations with respect to any Taxes upon or Returns. (b) Except as set forth in the Oritani Disclosure Schedule, neither Oritani, the Bank nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub their Subsidiaries: (i) has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Merger Sub for requested any extension of time within which to file any Tax Return which Return has not since been filed; (ii) is a party to any agreement providing for the allocation or sharing of Taxes (except agreements between and/or among Oritani, the Bank and/or any of their Subsidiaries); (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Oritani, the Bank or any Subsidiary (nor does Oritani or the Bank have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code; (v) has been a party to any distribution occurring in the last five years in which the parties to pay such distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include only Oritani, the Bank and each of their Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality or has any liability for Taxes shown of any person (other than Oritani, the Bank and/or any of their Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision under the laws of any foreign jurisdiction or any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and/or (ix) has received any claim by a Governmental Entity in a jurisdiction where it does not file Returns that it is or may be subject to taxation by that jurisdiction. (c) Except as set forth in the Oritani Disclosure Schedule, (i) Oritani, the Bank and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) Oritani, the Bank and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) will not result in a Material Adverse Effect on Oritani. (d) Oritani has made available to Valley true correct and complete copies of: (i) all material Returns filed within the past three years by Oritani, the Bank and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due on from or with respect to Oritani, the Bank or any Tax Return. Other than each otherof its Subsidiaries; and (iii) any closing letters or agreements entered into by Oritani, the Bank or any of their Subsidiaries with any Governmental Entities within the past five years with respect to Taxes. (e) Except as set forth in the Oritani Disclosure Schedule, neither Pubco Oritani, the Bank nor Merger Sub are notany of their Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) executed on or prior to the Closing Date; (iii) intercompany transaction 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); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date; (vi) election under Section 108(i) of the Code; or (vii) income that accrued in a prior taxable period but that was not included in taxable income for that or another prior taxable period. (f) For purposes of this Agreement, the terms: (i) “Tax” or “Taxes” means: (A) any and have never beenall taxes, customs, duties, tariffs, imposts, charges, deficiencies, assessments, levies or other like governmental charges, including, without limitation, income, gross receipts, excise, real or personal property, ad valorem, value added, estimated, alternative minimum, stamp, sales, withholding, social security, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and other recording taxes and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign, including, without limitation, any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis and such term shall include any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such amounts, (B) any liability for the payment of any amounts described in (A) as a result of being a member of any an affiliated, consolidated, combined, unitary unitary, or affiliated similar group or as a result of corporations transferor or successor liability, and (C) any liability for the payment of any Tax purposes. amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any amounts of the type described in (bA) Since the date of their respective formations, each of Pubco and Merger Sub has not or (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, B); (ii) made“Return” means any return, revokeddeclaration, report, claim for refund, or amended information return or statement relating to Taxes, including any material Tax electionschedule or attachment thereto, and including any amendment thereof, which is required to be filed with a Governmental Entity; and (iii) filed “Governmental Entity” means any amended Tax Returns (A) Federal, state, local, municipal or claim for refund foreign government, (B) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (ivC) entered into any closing agreement affecting self-regulatory organization, administrative or otherwise settled regulatory agency, commission or compromised any material Tax Liability or refundauthority.

Taxes and Returns. (a) Each DA, each of Pubco the DA Subsidiaries and Merger Sub each ----------------- of the Other Subsidiaries has or will have timely filed, filed or caused to be timely filed, filed all material Tax Returns required to be filed by it, which and all material Tax Returns filed by DA, the DA Subsidiaries and the Other Subsidiaries are true, accurate, complete and correct and complete in all material respects. 22 (b) DA, the DA Subsidiaries and has the Other Subsidiaries have each timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials DA Group Financial Statements have been established in accordance with GAAP. Schedule 5.12(aestablished. (c) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco DA, any of the DA Subsidiaries or Merger Sub any of the Other Subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub has none of ADSX, DA, the DA Subsidiaries or the Other Subsidiaries have been notified in writing of any material proposed Tax claims or assessments against Pubco DA, any of the DA Subsidiaries or Merger Sub any of the Other Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials DA Group Financial Statements have been established in accordance with GAAPestablished). . (d) There are no Liens material federal, state, local or foreign audits or administrative proceedings pending with respect regard to any Taxes upon material amounts of Tax or Tax Returns of DA, the DA Subsidiaries or any of Pubco the Other Subsidiaries and none of them has received a written notice of any proposed material audit or Merger Sub’s assetsproceeding. (e) None of DA, other than Permitted Liens. Neither Pubco any of the DA Subsidiaries nor Merger Sub any of the Other Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. . (f) There are no outstanding requests by Pubco DA, any of DA Subsidiaries or Merger Sub the Other Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesreturn. (bg) Since There are no liens for material amounts of Taxes on the date assets of their respective formationsDA, each any of Pubco DA Subsidiaries or any of the Other Subsidiaries except for statutory liens for current Taxes not yet due and Merger Sub has not payable. (ih) changed None of DA, any Tax accounting methodsDA Subsidiary or any of the Other Subsidiaries is a party to any agreement, policies or procedures except as required by a change in Lawcontract, (ii) made, revokedarrangement, or amended plan that has resulted or would result, individually or in the aggregate, in connection with this Agreement or any material Tax electionchange of control of DA, (iii) filed any amended Tax Returns of DA Subsidiaries or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised of the Other Subsidiaries in the payment of any material Tax Liability or refund"excess parachute payments" within the meaning of Section 280G of the Code.

Taxes and Returns. (a) Each Except as disclosed in Schedule 2.15 attached hereto, ACC and each of Pubco and Merger Sub ------------- its subsidiaries has or will have timely filed, or caused to be timely filed, filed all income Tax Returns and all material other Tax Returns required to be filed by it, which and all such Tax Returns are true, accurate, were correct and complete in all material respects, . ACC and each of its subsidiaries has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials ACC Financial Statements have been established or which are being contested in accordance with GAAPgood faith. Except as set forth in Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There 2.15 attached hereto, there are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations ------------- claims or other Actions assessments pending against Pubco ACC or Merger Sub any of its subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub ACC has not been notified in writing of any material proposed Tax claims or assessments against Pubco ACC or Merger Sub any of its subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials ACC Financial Statements have been established or which are being contested in accordance with GAAPgood faith or are immaterial in amount). There are no Liens with respect to any Taxes upon Except as set forth in Schedule 2.15 ------------- attached hereto, neither ACC nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There Except as set forth in Schedule 2.15 attached hereto, there are ------------- no outstanding requests by Pubco ACC or Merger Sub any of its subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesreturn. (b) Since No consent under Section 341(f) of the date Code has ever been filed with respect to ACC or any of their respective formations, each its subsidiaries. Neither ACC nor any of Pubco and Merger Sub has not (i) changed its subsidiaries will be required to include any Tax accounting methods, policies amount in its income or procedures except as required exclude any amount from its deductions in any taxable period ending after the Closing Date by reason of a change in Lawmethod of accounting or use of the installment method of accounting in any taxable period ending on or prior to the Closing Date. (c) To the best knowledge of ACC, there are no liens for Taxes on the assets of ACC or any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (iid) madeFor purposes of this Agreement, revokedthe term "Tax" shall mean any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or amended any material Tax electionother tax, (iii) filed custom, duty, governmental fee or other like assessment or charge of any amended Tax Returns kind whatsoever, together with any interest or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.penalty

Taxes and Returns. (a) Each Seller Merger Sub, and, to the Knowledge of Pubco the Seller, Topcos and Merger Sub has Target Affiliates have or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by itthem, and which Tax Returns are are, to the Knowledge of the Seller, true, accurate, correct and complete in all material respects, and and, to the Knowledge of the Seller, has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Audited Financials have been established in accordance with GAAPGAAP of each of their respective jurisdictions. Schedule 5.12(a) 4.25 sets forth each jurisdiction where Pubco each of Seller Merger Sub, Topcos or Merger Sub file Target Affiliates files or are is required to file a Tax Return. There are no claims, assessments. audits, examinations, investigations or other proceedings pending against Seller Merger Sub, or to the Knowledge of Pubcothe Seller, investigations the Topcos or other Actions pending against Pubco or Merger Sub the Target Affiliates in respect of any material Tax, and neither Pubco nor none of Seller Merger Sub Sub, or to the to the Knowledge of the Seller, the Topcos or the Target Affiliates has been notified in writing of any material proposed Tax claims or assessments against Pubco or Merger Sub the same (other than, in each case, claims or assessments for which adequate reserves in the Pubco Audited Financials have been established in accordance with GAAPGAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of Pubco or Seller Merger Sub’s or, to the Knowledge of the Seller, the Topcos’ or Target Affiliates’ assets, other than Permitted Liens. Neither Pubco nor None of Seller Merger Sub or, to the Knowledge of the Seller, the Topcos or Target Affiliates has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Seller Merger Sub or, to the Knowledge of the Seller, the Topcos or Target Affiliates for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (b) Since September 30, 2023, to the date to the Knowledge of their respective formationsthe Seller, each none of Pubco and Merger Sub has not the Topcos or Target Affiliates have (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

Taxes and Returns. (a) Each of Pubco Spinco and Merger Sub has or will the Spinco Subsidiary have timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it, which such Tax Returns are true, accurate, correct accurate and complete in all material respects, . (b) Spinco and has paid, collected or withheld, or caused to be paid, collected or withheld, the Spinco Subsidiary have paid on a timely basis all material Taxes required to be paidwhich are due and payable by it, collected all assessments and reassessments, and all other material Taxes due and payable by it on or withheldbefore the date of this Agreement, other than such those Taxes for which adequate are being or have been contested in good faith and in respect of which reserves have been provided in the Pubco Financials have been established Spinco Financial Statements in accordance with GAAP. Schedule 5.12(a. (c) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file Nether Spinco nor the Spinco Subsidiary has received a Tax Return. There refund to which it was not entitled. (d) No material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted in writing with respect to Taxes of Spinco or the Spinco Subsidiary, and Spinco and the Spinco Subsidiary are not a party to any Proceeding for assessment or collection of Taxes and no claims, assessments. audits, examinationssuch event has been asserted in writing or, to the Knowledge knowledge of PubcoSpinco, investigations threated against Spinco or other Actions pending against Pubco the Spinco Subsidiary or Merger Sub in respect any of any material Taxtheir respective assets, and neither Pubco nor Merger Sub which has not been resolved or finally settled. (e) No claim has been notified made in writing of by any material proposed Governmental Authority in a jurisdiction where Spinco or the Spinco Subsidiary does not file Tax claims Returns that Spinco or assessments against Pubco the Spinco Subsidiary is or Merger Sub may be subject to Tax by that jurisdiction. (other than, in each case, claims or assessments for which adequate reserves in the Pubco Financials have been established in accordance with GAAP). f) There are no Liens with respect to any Taxes upon any of Pubco Spinco or Merger Subthe Spinco Subsidiary’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub . (g) Spinco and the Spinco Subsidiary have withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has any outstanding waivers or extensions of any remitted all such amounts to the appropriate Governmental Authority when required by applicable statute of limitations Law to assess any material amount of Taxes. do so. (h) There are no outstanding requests by Pubco agreements, extending or Merger Sub waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of Taxes due from Spinco or the Spinco Subsidiary for any taxable period and no request for any such waiver or extension of time within which is currently pending. (i) No closing agreements, private letter rulings, technical advice memoranda, or similar agreements or rulings regarding Taxes have been requested by or entered into by Spinco or the Spinco Subsidiary with any Governmental Authority or issued by any Governmental Authority to file Spinco or the Spinco Subsidiary. (j) Spinco and the Spinco Subsidiary are not a party to any Tax Return Contract with any third party relating to allocating or within which to pay sharing the payment of, or liability for, any Taxes shown or Tax benefits (other than pursuant to be due on customary provisions included in Contracts entered into in the ordinary course of Spinco or the Spinco Subsidiary’s business, the principal subject matter of which is not Taxes). (k) Spinco and the Spinco Subsidiary does not have any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member liability for the Taxes of any consolidatedthird party under Section 1.1502-6 of the Treasury Regulations (or any similar provision under applicable Laws) as a transferee or successor or otherwise by operation of applicable Laws. (l) The Spinout will not be a tax-deferred transaction governed in whole or in part by Sections 355 or 361 of the Code, combined, unitary or affiliated group of corporations for any Tax U.S. federal income tax purposes. (bm) Since The Spinout Assets do not constitute substantially all of the properties held directly or indirectly by Parent. As of the date of their respective formationsthis Agreement, each the fair market value of Pubco and Merger Sub has not the Spinout Assets is less than 50% of the fair market value of the Parent assets. (in) changed any Tax accounting methodsNone of the Spinout Assets consist of assets constituting a U.S. trade or business, policies or procedures except as required by shares in a change in Law, (ii) made, revokedU.S. domestic corporation, or amended partnership interests in an entity classified as a domestic partnership for U.S. federal income tax purposes. (o) Spinco and the Spinco Subsidiary have not participated in any material “listed transaction” within the meaning of Section 1.6011-4 of the Treasury Regulations. (p) Spinco and the Spinco Subsidiary have not taken, permitted or agreed to take any action, and does not as of the date hereof or as of prior to the Closing on the Closing Date, intend to or plan to take any action, in each case that would reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax election, Treatment (iii) filed with the exception of any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refundactions specifically contemplated by this Agreement).

Taxes and Returns. (a) Each of Pubco Except as set forth on SCHEDULE 2.15, EDI and Merger Sub each EDI Subsidiary has or will have timely filed, or caused to be timely filed, filed all material Tax Returns (as defined below) required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials EDI Financial Statements have been established or which are being contested in accordance good faith and with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required respect to file a Tax Returnwhich EDI is maintaining reserves adequate for their payment. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco EDI or Merger Sub any EDI Subsidiary for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub EDI has not been notified in writing of any material proposed Tax claims or assessments against Pubco EDI or Merger Sub any EDI Subsidiary (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials EDI Financial Statements have been established or which are being contested in accordance with GAAP). There are no Liens good faith and with respect to any Taxes upon any of Pubco which EDI is maintaining reserves adequate for their payment or Merger Sub’s assets, other than Permitted Liensare immaterial in amount). Neither Pubco EDI nor Merger Sub any EDI Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There Except as set forth on SCHEDULE 2.15, there are no outstanding requests by Pubco EDI or Merger Sub any EDI Subsidiary for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Returnreturn. Other than each otherEDI has taken all steps to ensure it has and, neither Pubco nor Merger Sub are notat the Effective Time, and shall have never beenfull use of all tax loss carryforwards reflected on its Form 10-KSB for the fiscal year ended September 30, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes1997. (b) Since To the date best knowledge of their respective formationsEDI, each there are no liens for material amounts of Pubco Taxes on the assets of EDI or any EDI Subsidiary except for statutory liens for current Taxes not yet due and Merger Sub payable. (c) No examination or audit of any Tax Returns of EDI or any of the EDI Subsidiaries by any Governmental Authority is currently in progress or, to the best knowledge of EDI, threatened or contemplated. (d) EDI has not taken or agreed to take any action that would prevent the Merger from constituting a tax-free reorganization under the provisions of Section 368 of the Code. (ie) changed For purposes of this Agreement, the term "TAX" shall mean any Tax accounting methodsfederal, policies state, local, foreign or procedures except as required by a change in Lawprovincial income, (ii) madegross receipts, revokedproperty, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or amended any material Tax electionother tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "TAX RETURN" shall mean a report, return or other information (iiiincluding any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a governmental entity with respect to any amended Tax Returns or Tax, including an information return, claim for refund refund, amended return or (iv) entered into any closing agreement affecting declaration or otherwise settled or compromised any material Tax Liability or refundestimated Tax.

Taxes and Returns. (a) Each Except as set forth in Schedule 2.16 of Pubco the Company Disclosure Letter: (i) the Company and Merger Sub each of the Company Subsidiaries has or will have timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by it, which Tax Returns and all such tax returns are true, accurate, complete and correct and complete in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials Company Financial Statements have been established established; (ii) the Company and each of the Company Subsidiaries have made adequate provision in accordance with GAAP. Schedule 5.12(athe Company Financial Statements for all Taxes payable by the Company or any Company Subsidiary for which no Tax Return has yet been filed; (iii) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There there are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco the Company or Merger Sub any of the Company Subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub the Company has not been notified in writing of any material proposed Tax claims or assessments against Pubco the Company or Merger Sub any of the Company Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials Company Financial Statements have been established or which are immaterial in accordance with GAAPamount). There are no Liens with respect to any Taxes upon ; (iv) neither the Company nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There ; and there are no outstanding requests by Pubco the Company or Merger Sub any of the Company Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other; (v) the statute of limitations period for assessment of federal income taxes has expired for all taxable years through February 28, 1995; (vi) to the best knowledge of the Company, (A) there are no liens for Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable and (B) neither Pubco the Company nor Merger Sub are notany Company Subsidiary is liable for any Tax imposed on any other person, except as the result of the application of Income Tax Regulations Section 1.1502-6 (and have never been, a member any comparable provision of any consolidatedstate, combinedlocal, unitary foreign or provincial jurisdiction) to the affiliated group of corporations for any Tax purposeswhich the Company is the common parent. (b) Since For purposes of this Agreement, the date of their respective formationsterm "Tax" shall mean any federal, each of Pubco and Merger Sub has not (i) changed any Tax accounting methodsstate, policies local, foreign or procedures except as required by a change in Lawprovincial income, (ii) madegross receipts, revokedproperty, sales, use, license, excise, franchise, employment, payroll, alternative or add-on minimum, ad valorem, transfer or excise tax, or amended any material other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "Tax electionReturn" shall mean a report, return or other information (iiiincluding any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a governmental entity with respect to any amended Tax Returns or Tax, including an information return, claim for refund refund, amended return or (iv) entered into any closing agreement affecting declaration or otherwise settled or compromised any material Tax Liability or refundestimated Tax.

Taxes and Returns. (a) Each of Pubco and Merger Sub Vionmall has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by itVionmall or any Vionmall Subsidiary (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in . (b) Section 3.17(b) of the Pubco Financials have been established in accordance with GAAP. Schedule 5.12(a) Vionmall Disclosure Letter sets forth each jurisdiction where Pubco Vionmall and each Vionmall Subsidiary files or Merger Sub file or are is required to file a Tax Return. . (c) Neither Vionmall nor any of the Vionmall Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) There are no material claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco Vionmall or Merger Sub any of the Vionmall Subsidiaries in respect of any material Tax, and neither Pubco Vionmall nor Merger Sub any of the Vionmall Subsidiaries has been notified in writing of any material proposed Tax claims or assessments against Pubco Vionmall or Merger Sub any of the Vionmall Subsidiaries. (other than, in each case, claims or assessments for which adequate reserves in the Pubco Financials have been established in accordance with GAAP). e) There are no Liens Encumbrances with respect to any Taxes upon any of Pubco Vionmall’s or Merger Sub’s the Vionmall Subsidiaries’ assets, other than Permitted Liens. Taxes, the payment of which is not yet due. (f) Neither Pubco Vionmall nor Merger Sub any of the Vionmall Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco Vionmall or Merger Sub any of the Vionmall Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (bg) Since Neither Vionmall nor any of the date Vionmall Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither Vionmall nor any of their respective formationsthe Vionmall Subsidiaries participated in, each of Pubco and Merger Sub has not or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) changed Neither Vionmall nor any Vionmall Subsidiary has any liability or potential liability for the Taxes of another Person (i) under any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revokedas a transferee or successor, or amended any material Tax election, (iii) filed by contract, indemnity or otherwise. (j) Neither Vionmall nor any amended Vionmall Subsidiary is a party to or bound by any Tax Returns indemnity agreement, Tax sharing agreement or claim for refund Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (iv) entered into any including advance pricing agreement, closing agreement affecting or otherwise settled other agreement relating to Taxes with any taxing authority) that will be binding on Vionmall or compromised any Vionmall Subsidiary with respect to any period following the Closing Date. (k) Neither Vionmall nor any Vionmall Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Tax Liability Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or refund“Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each Except as set forth in the Oritani Disclosure Schedule or as would not have a Material Adverse Effect on Oritani or the Bank, Oritani, the Bank and each of Pubco and Merger Sub has or will their Subsidiaries have timely filed, or caused to be timely filed, filed (and until the Effective Time will so file) all federal and state income and other material Tax Returns required to be filed by itthem in respect of any Taxes (which such Returns which have already been filed were and continue to be, which Tax Returns are true, accurate, correct and complete in all material respectsrespects and which such Returns which will be filed will be true, correct and has paid, collected or withheld, or caused to be paid, collected or withheld, complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes required to be paid, collected or withheldshown as due and payable on such Returns, other than such Taxes for or other charges which adequate reserves are being contested in good faith (and disclosed to Valley in writing). Except as set forth in the Pubco Financials Oritani Disclosure Schedule, Oritani, the Bank and each of their Subsidiaries have been established in accordance with GAAP. Schedule 5.12(a(and until the Effective Time will establish) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claimson their books and records reserves for the payment of all Taxes not yet due and payable, assessments. audits, examinations, to the Knowledge of Pubco, investigations or other Actions pending against Pubco or Merger Sub but incurred in respect of Oritani, the Bank or any material TaxSubsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the Oritani Disclosure Schedule, the federal income Returns of Oritani, the Bank and neither Pubco each of their Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Oritani Disclosure Schedule, the applicable state income and local Returns of Oritani, the Bank and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Oritani Disclosure Schedule, there are no audits or other administrative or court proceedings presently pending nor Merger Sub has been notified in writing of any material proposed Tax other disputes pending, or claims asserted for, Taxes or assessments against Pubco upon Oritani, the Bank or Merger Sub (other thanany of their Subsidiaries, in each casenor has Oritani, claims the Bank or assessments for which adequate reserves in any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the Pubco Financials have been established in accordance with GAAP). There are no Liens application of the statute of limitations with respect to any Taxes upon or Returns. (b) Except as set forth in the Oritani Disclosure Schedule, neither Oritani, the Bank nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub their Subsidiaries: (i) has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Merger Sub for requested any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (b) Since the date of their respective formations, each of Pubco and Merger Sub Return has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, since been filed; (ii) madeis a party to any agreement providing for the allocation or sharing of Taxes (except agreements between and/or among Oritani, revoked, or amended the Bank and/or any material Tax election, of their Subsidiaries); (iii) filed is required to include in income any amended Tax Returns adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Oritani, the Bank or claim for refund any Subsidiary (nor does Oritani or the Bank have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) entered into has taken or agreed to take any closing agreement affecting action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code; (v) has been a party to any distribution occurring in the last five years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include only Oritani, the Bank and each of their Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality or has any liability for Taxes of any person (other than Oritani, the Bank and/or any of their Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision under the laws of any foreign jurisdiction or any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise settled engaged in any transaction described in Treasury Regulations Section 301.6111-2(b)(2) or compromised any material Tax Liability “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and/or (ix) has received any claim by a Governmental Entity in a jurisdiction where it does not file Returns that it is or refundmay be subject to taxation by that jurisdiction.

Taxes and Returns. (a) Each of Pubco All federal, state, county and Merger Sub has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respectslocal, and has paidall foreign and other, collected income, franchise, excise, tariff, gross receipts, sales and use, payroll, real and personal property and other taxes and governmental charges, assessments and contributions for which PRG, any Predecessor Entity or withheldany of the Subsidiaries is or may be liable for taxable period ending on or before the Closing Date, or caused to be paidincluding, collected or withheldbut not limited to, all material Taxes interest and penalties ("TAXES"), required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials have been established in accordance with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations or other Actions pending against Pubco or Merger Sub in respect of any material Tax, and neither Pubco nor Merger Sub has been notified in writing of any material proposed Tax claims or assessments against Pubco or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Pubco Financials have been established in accordance with GAAP). There are no Liens withheld with respect to all open years have been paid, collected or withheld and remitted to the appropriate governmental agency except for any Taxes upon which are disclosed or may arise out of the matters disclosed on Exhibit 3.17, which PRG or a Subsidiary is contesting in good faith or which ------------ have been noted in the Financial Statements, and except for Taxes not yet payable which have been adequately provided for in the Financial Statements. Copies of returns (including, without limitation, information returns) have been timely filed with the appropriate governmental agency with respect to all Taxes and the copies thereof which have been provided to Signature are true, accurate and complete in all material respects. Except as described on Exhibit 3.17, ------------ none of PRG, a Subsidiary or any group of Pubco which PRG or Merger Sub’s assetsany Subsidiary is now or ever was a member has filed or entered into any currently effective election, other than Permitted Liens. Neither Pubco nor Merger Sub has any outstanding waivers consent or extensions of extension agreement that extends any applicable statute of limitations to assess limitations. Except as described on Exhibit 3.17, no issues have been raised ------------ (and are currently pending) by any material amount taxing authority in connection with any return of TaxesPRG or any Subsidiary. There Exhibit 3.17 sets forth the years for which ------------ examination of any return are no outstanding requests by Pubco presently being conducted. All deficiencies asserted or Merger Sub for assessments made as a result of any extension examination have been fully paid, or are being contested and an adequate reserve therefore has been established and is reflected in the financial statements of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Returnthe PRG. Other than each otherExcept .17 attached hereto, neither Pubco PRG nor Merger Sub are not, and have never been, a member any of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesthe Subsidiaries ever has been an "S" corporation under the Code. (b) Since All elections with respect to Taxes affecting PRG, the date Predecessor Entities and the Subsidiaries are set forth in Exhibit 3.17 attached hereto. ------------ None of their respective formationsPRG, each the Predecessor Entities, or the Subsidiaries: (I) has made or will make a deemed dividend election under Treas. Reg. (S)1.1502-32(f)(2) or a consent dividend election under Section 565 of Pubco the Code; (ii) has consented at any time under Section 341(f)(l) of the Code to have the provisions of Section 341(f)(2) of the Code apply to any disposition of PRG's or the Subsidiaries' assets; (iii) has agreed, or is required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (iv) has made an election, or is required, to treat any asset of PRG or the Subsidiaries as owned by another person for federal income tax purposes or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code; or (v) has made any of the foregoing elections under any comparable state or local income tax provision. (c) Except as set forth in Exhibit 3.17 attached hereto, PRG and Merger Sub the ------------ Subsidiaries are not and have never been includable corporations in an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than in the affiliated group of which PRG is the common parent corporation. (d) All tax sharing agreements or similar arrangements with respect to or involving PRG and the Subsidiaries are set forth in Exhibit 3.17 attached ------------ hereto. (e) Neither PRG nor any of the Subsidiaries has not made an election under Section 338 of the Code or has taken any action that would result in any tax liability of PRG or any of the Subsidiaries as a result of a deemed election within the meaning of Section 338 of the Code. (f) Neither PRG nor any of the Subsidiaries has made or become obligated to make, or will, as a result of the transactions contemplated by this Agreement, make or become obligated to make, any "excess parachute payment" as defined in Section 280G of the Code (without regard to subsection (b)(4) thereof). (g) Except as set forth in Exhibit 3.17 attached hereto, there are no ------------ outstanding balances of deferred gain or loss accounts related to deferred intercompany transactions among PRG and the Subsidiaries. (h) The amount of consolidated net operating losses, net capital losses, foreign tax credits, investment and other tax credits of the consolidated group of which PRG is the common parent allocable to PRG and the Subsidiaries under Treas. Reg. (S)1.1502-79 is set forth in Exhibit 3.17 attached hereto. ------------ (i) changed PRG's basis, and excess loss account, if any, in each Subsidiary is set forth in Exhibit 3.17 attached hereto. ------------ (j) The amount of investment tax credit of PRG and the Subsidiaries subject to recapture is set forth in Exhibit 3.17 attached hereto. The aggregate ------------ amount of ordinary losses on (S)1231(b) property that has been deducted by PRG and the Subsidiaries is set forth in Section 3.17 attached hereto. ------------ (k) Except as set forth in Exhibit 3.17 or Exhibit 3.1 attached hereto, ------------ ----------- neither PRG nor any Tax accounting methodsof the Subsidiaries is subject to any joint venture, policies partnership or procedures except other arrangement or contract which is or should be treated by PRG or a Subsidiary as required by a change partnership for federal income tax purposes. (l) Except as set forth on Exhibit 3.17 attached hereto, the consolidated ------------ net operating losses, net capital losses, foreign tax credits, investment and other tax credits set forth in LawExhibit 3.17 attached hereto are not currently ------------ subject to any limitations under Section 382, Section 383 or any Treasury Regulations (iiwhether temporary, proposed or final) madeunder Section 1502 of the Code. (m) Except as set forth on Exhibit 3.17 attached hereto, revokedthere are no ------------ documentary, stamp or amended any material Tax election, other taxes (iiiexclusive of income taxes) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refundwhich shall become due and payable as a result of the transactions contemplated herein.

Taxes and Returns. (a) Each of Pubco and Merger Sub HWGG has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by itHWGG or any HWGG Subsidiary (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in . (b) Section 3.17(b) of the Pubco Financials have been established in accordance with GAAP. Schedule 5.12(a) HWGG Disclosure Letter sets forth each jurisdiction where Pubco HWGG and each HWGG Subsidiary files or Merger Sub file or are is required to file a Tax Return. . (c) Neither HWGG nor any of the HWGG Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) There are no material claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco HWGG or Merger Sub any of the HWGG Subsidiaries in respect of any material Tax, and neither Pubco HWGG nor Merger Sub any of the HWGG Subsidiaries has been notified in writing of any material proposed Tax claims or assessments against Pubco HWGG or Merger Sub any of the HWGG Subsidiaries. (other than, in each case, claims or assessments for which adequate reserves in the Pubco Financials have been established in accordance with GAAP). e) There are no Liens Encumbrances with respect to any Taxes upon any of Pubco HWGG’s or Merger Sub’s the HWGG Subsidiaries’ assets, other than Permitted Liens. Taxes, the payment of which is not yet due. (f) Neither Pubco HWGG nor Merger Sub any of the HWGG Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco HWGG or Merger Sub any of the HWGG Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (bg) Since Neither HWGG nor any of the date HWGG Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither HWGG nor any of their respective formationsthe HWGG Subsidiaries participated in, each of Pubco and Merger Sub has not or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) changed Neither HWGG nor any HWGG Subsidiary has any liability or potential liability for the Taxes of another Person (i) under any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revokedas a transferee or successor, or amended any material Tax election, (iii) filed by contract, indemnity or otherwise. (j) Neither HWGG nor any amended HWGG Subsidiary is a party to or bound by any Tax Returns indemnity agreement, Tax sharing agreement or claim for refund Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (iv) entered into any including advance pricing agreement, closing agreement affecting or otherwise settled other agreement relating to Taxes with any taxing authority) that will be binding on HWGG or compromised any HWGG Subsidiary with respect to any period following the Closing Date. (k) Neither HWGG nor any HWGG Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Tax Liability Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or refund“Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each DA, each of Pubco the DA Subsidiaries and Merger Sub each of the Other Subsidiaries has or will have timely filed, filed or caused to be timely filed, filed all material Tax Returns required to be filed by it, which and all material Tax Returns filed by DA, the DA Subsidiaries and the Other Subsidiaries are true, accurate, complete and correct and complete in all material respects. (b) DA, the DA Subsidiaries and has the Other Subsidiaries have each timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials DA Group Financial Statements have been established in accordance with GAAP. Schedule 5.12(aestablished. (c) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco DA, any of the DA Subsidiaries or Merger Sub any of the Other Subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub has none of ADSX, DA, the DA Subsidiaries or the Other Subsidiaries have been notified in writing of any material proposed Tax claims or assessments against Pubco DA, any of the DA Subsidiaries or Merger Sub any of the Other Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials DA Group Financial Statements have been established in accordance with GAAPestablished). . (d) There are no Liens material federal, state, local or foreign audits or administrative proceedings pending with respect regard to any Taxes upon material amounts of Tax or Tax Returns of DA, the DA Subsidiaries or any of Pubco the Other Subsidiaries and none of them has received a written notice of any proposed material audit or Merger Sub’s assetsproceeding. (e) None of DA, other than Permitted Liens. Neither Pubco any of the DA Subsidiaries nor Merger Sub any of the Other Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. . (f) There are no outstanding requests by Pubco DA, any of DA Subsidiaries or Merger Sub the Other Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesreturn. (bg) Since There are no liens for material amounts of Taxes on the date assets of their respective formationsDA, each any of Pubco DA Subsidiaries or any of the Other Subsidiaries except for statutory liens for current Taxes not yet due and Merger Sub has not payable. (ih) changed None of DA, any Tax accounting methodsDA Subsidiary or any of the Other Subsidiaries is a party to any agreement, policies or procedures except as required by a change in Lawcontract, (ii) made, revokedarrangement, or amended plan that has resulted or would result, individually or in the aggregate, in connection with this Agreement or any material Tax electionchange of control of DA, (iii) filed any amended Tax Returns of DA Subsidiaries or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised of the Other Subsidiaries in the payment of any material Tax Liability or refund"excess parachute payments" within the meaning of Section 280G of the Code.

Taxes and Returns. (a) Each of Pubco and Merger Sub Vitaxel has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by itVitaxel or any Vitaxel Subsidiary (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Vitaxel Financials have been established in accordance with GAAP. Schedule 5.12(aestablished. (b) Section 2.17(b) of the Vitaxel Disclosure Letter sets forth each jurisdiction where Pubco Vitaxel and each Vitaxel Subsidiary files or Merger Sub file or are is required to file a Tax Return. . (c) Neither Vitaxel nor any of the Vitaxel Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) There are no material claims, assessments. , audits, examinations, to the Knowledge of Pubco, investigations or other Actions proceedings pending against Pubco Vitaxel or Merger Sub any of the Vitaxel Subsidiaries in respect of any material Tax, and neither Pubco Vitaxel nor Merger Sub any of the Vitaxel Subsidiaries has been notified in writing of any material proposed Tax claims or assessments against Pubco Vitaxel or Merger Sub any of the Vitaxel Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Pubco Vitaxel Financials have been established in accordance with GAAPestablished). . (e) There are no Liens Encumbrances with respect to any Taxes upon any of Pubco Vitaxel’s or Merger Sub’s the Vitaxel Subsidiaries’ assets, other than Permitted Liens. (i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Vitaxel Financials have been established. (f) Neither Pubco Vitaxel nor Merger Sub any of the Vitaxel Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco Vitaxel or Merger Sub any of the Vitaxel Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (bg) Since Neither Vitaxel nor any of the date Vitaxel Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither Vitaxel nor any of their respective formationsthe Vitaxel Subsidiaries participated in, each of Pubco and Merger Sub has not or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) changed Neither Vitaxel nor any Vitaxel Subsidiary has any liability or potential liability for the Taxes of another Person (i) under any applicable Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revokedas a transferee or successor, or amended any material Tax election, (iii) filed by contract, indemnity or otherwise. (j) Neither Vitaxel nor any amended Vitaxel Subsidiary is a party to or bound by any Tax Returns indemnity agreement, Tax sharing agreement or claim for refund Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (iv) entered into any including advance pricing agreement, closing agreement affecting or otherwise settled other agreement relating to Taxes with any taxing authority) that will be binding on Vitaxel or compromised any Vitaxel Subsidiary with respect to any period following the Closing Date. (k) Neither Vitaxel nor any Vitaxel Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Tax Liability Taxes, nor is any such request outstanding. (l) For purposes of this Agreement, the term “Tax” or refund“Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) Each of Pubco Except as set forth on Schedule 2.15, EDI and Merger Sub each EDI Subsidiary has or will have timely filed, or caused to be timely filed, filed all material Tax Returns (as defined below) required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials EDI Financial Statements have been established or which are being contested in accordance good faith and with GAAP. Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required respect to file a Tax Returnwhich EDI is maintaining reserves adequate for their payment. There are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco EDI or Merger Sub any EDI Subsidiary for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub EDI has not been notified in writing of any material proposed Tax claims or assessments against Pubco EDI or Merger Sub any EDI Subsidiary (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials EDI Financial Statements have been established or which are being contested in accordance with GAAP). There are no Liens good faith and with respect to any Taxes upon any of Pubco which EDI is maintaining reserves adequate for their payment or Merger Sub’s assets, other than Permitted Liensare immaterial in amount). Neither Pubco EDI nor Merger Sub any EDI Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There Except as set forth on Schedule 2.15, there are no outstanding requests by Pubco EDI or Merger Sub any EDI Subsidiary for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Returnreturn. Other than each otherEDI has taken all steps to ensure it has and, neither Pubco nor Merger Sub are notat the Effective Time, and shall have never beenfull use of all tax loss carryforwards reflected on its Form 10-KSB for the fiscal year ended September 30, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes1997. (b) Since To the date best knowledge of their respective formationsEDI, each there are no liens for material amounts of Pubco Taxes on the assets of EDI or any EDI Subsidiary except for statutory liens for current Taxes not yet due and Merger Sub payable. (c) No examination or audit of any Tax Returns of EDI or any of the EDI Subsidiaries by any Governmental Authority is currently in progress or, to the best knowledge of EDI, threatened or contemplated. (d) EDI has not taken or agreed to take any action that would prevent the Merger from constituting a tax-free reorganization under the provisions of Section 368 of the Code. (ie) changed For purposes of this Agreement, the term "Tax" shall mean any Tax accounting methodsfederal, policies state, local, foreign or procedures except as required by a change in Lawprovincial income, (ii) madegross receipts, revokedproperty, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or amended any material other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "Tax electionReturn" shall mean a report, return or other information (iiiincluding any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a governmental entity with respect to any amended Tax Returns or Tax, including an information return, claim for refund refund, amended return or (iv) entered into any closing agreement affecting declaration or otherwise settled or compromised any material Tax Liability or refundestimated Tax.

Taxes and Returns. (a) Each Except as disclosed in Schedule 2.15 attached hereto, ACC and each of Pubco and Merger Sub its subsidiaries has or will have timely filed, or caused to be timely filed, filed all income Tax Returns and all material other Tax Returns required to be filed by it, which and all such Tax Returns are true, accurate, were correct and complete in all material respects, . ACC and each of its subsidiaries has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials ACC Financial Statements have been established or which are being contested in accordance with GAAPgood faith. Except as set forth in Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There 2.15 attached hereto, there are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco ACC or Merger Sub any of its subsidiaries for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub ACC has not been notified in writing of any material proposed Tax claims or assessments against Pubco ACC or Merger Sub any of its subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Pubco Financials ACC Financial Statements have been established or which are being contested in accordance with GAAPgood faith or are immaterial in amount). There are no Liens with respect to any Taxes upon Except as set forth in Schedule 2.15 attached hereto, neither ACC nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There Except as set forth in Schedule 2.15 attached hereto, there are no outstanding requests by Pubco ACC or Merger Sub any of its subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesreturn. (b) Since No consent under Section 341(f) of the date Code has ever been filed with respect to ACC or any of their respective formations, each its subsidiaries. Neither ACC nor any of Pubco and Merger Sub has not (i) changed its subsidiaries will be required to include any Tax accounting methods, policies amount in its income or procedures except as required exclude any amount from its deductions in any taxable period ending after the Closing Date by reason of a change in Lawmethod of accounting or use of the installment method of accounting in any taxable period ending on or prior to the Closing Date. (c) To the best knowledge of ACC, there are no liens for Taxes on the assets of ACC or any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (iid) madeFor purposes of this Agreement, revokedthe term "Tax" shall mean any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or amended any material other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "Tax electionReturn" shall mean a report, return or other information (iiiincluding any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a governmental entity with respect to any amended Tax Returns or Tax, including an information return, claim for refund refund, amended return or (iv) entered into any closing agreement affecting declaration or otherwise settled or compromised any material Tax Liability or refundestimated Tax.

Taxes and Returns. (a) Each Except as disclosed in Schedule 2.15 attached hereto, BFP and each of Pubco and Merger Sub the BFP Subsidiaries has or will have timely filed, or caused to be timely filed, all material Tax Returns federal, state, local and foreign income, gross receipts, sales, use, property, production, payroll, franchise, withholding, employment, social security, license, excise, transfer, gains, and other tax returns or reports required to be filed by it, which it (any of the foregoing being referred to herein as a "Tax Returns are true, accurate, correct and complete in all material respectsReturn"), and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes amounts of taxes and governmental charges, assessments and contributions of any nature whatsoever including, but not limited to, any related penalties, interest and liabilities (any of the foregoing being referred to herein as a "Tax"), required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Pubco Financials BFP Financial Statements have been established or which are being contested in accordance with GAAPgood faith as reflected in records made available to WorldCom prior to the date of this Agreement. Except as set forth in Schedule 5.12(a) sets forth each jurisdiction where Pubco or Merger Sub file or are required to file a Tax Return. There 2.15 attached hereto, there are no claims, assessments. audits, examinations, to the Knowledge of Pubco, investigations claims or other Actions assessments pending against Pubco BFP or Merger Sub any BFP Subsidiary for any alleged deficiency in respect of any material Tax, and neither Pubco nor Merger Sub BFP has not been notified in writing of any material proposed Tax claims or assessments against Pubco BFP or Merger Sub any BFP Subsidiary (other than, in each case, claims or assessments those for which adequate reserves in the Pubco Financials BFP Financial Statements have been established or which are being contested in accordance with GAAPgood faith as reflected in records made available to WorldCom prior to the date of this Agreement or are immaterial in amount). There are no Liens with respect to Except as set forth in Schedule 2.15 attached hereto, neither BFP nor any Taxes upon BFP Subsidiary has made an election under Section 338 of the Code or has taken any action that would result in any Tax liability of Pubco BFP or Merger Sub’s assetsany BFP Subsidiary as a result of a deemed election within the meaning of Section 338 of the Code. Except as set forth in Schedule 2.15 attached hereto, other than Permitted Liens. Neither Pubco neither BFP nor Merger Sub any BFP Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There Except as set forth in Schedule 2.15 attached hereto, there are no outstanding requests by Pubco BFP or Merger Sub a BFP Subsidiary for any extension of time within which to file any material Tax Return or within which to pay any material amount of Taxes shown to be due on any Tax Return. Other than each otherExcept as set forth on Schedule 2.15 attached hereto, no taxing authority is conducting or has notified or, to the knowledge of BFP, has threatened BFP or any BFP Subsidiary that it intends to conduct, an audit of any prior Tax period of BFP or any of its past or present subsidiaries. Except as disclosed in Schedule 2.15 attached hereto, neither Pubco BFP nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposesBFP Subsidiary has ever been an "S" corporation under the Code. (b) Since A listing of all Tax sharing agreements or similar arrangements with respect to or involving BFP or a BFP Subsidiary is set forth in Schedule 2.15 attached hereto. (c) Except as set forth in Schedule 2.15 attached hereto, neither BFP nor any BFP Subsidiary has made or become obligated to make, or will, as a result of the transactions contemplated by this Agreement, make or become obligated to make, any "excess parachute payment" as defined in Section 280G of the Code (without regard to Subsection (b)(4) thereof). (d) Except as set forth in Schedule 2.15 attached hereto, neither BFP nor any BFP Subsidiary is or has been a United States real property holding company (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (e) Except as provided in Schedule 2.15 attached hereto, neither BFP nor any BFP Subsidiary is a person other than a United States person within the meaning of the Code. (f) None of the assets of BFP or of any BFP Subsidiary is property which BFP or any BFP Subsidiary is required to treat as being owned by any other person pursuant to the so-called "safe harbor lease" provisions of former Section 168(f)(8) of the Code. (g) BFP and each BFP Subsidiary have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income tax liability within the meaning of Section 6662(d) of the Code. (h) There are no liens for Taxes in excess of $50,000 individually or $500,000 in the aggregate on the assets of BFP or any BFP Subsidiary except for statutory liens for current Taxes not yet due and payable. (i) All material elections with respect to any material amount of Taxes affecting BFP and the BFP Subsidiaries are described in Schedule 2.15 attached hereto or, with respect to elections made on or before December 31, 1996, are reflected in the Tax Returns of BFP filed and provided or made available to WorldCom prior to the date of their respective formations, each of Pubco and Merger Sub has not this Agreement. Neither BFP nor any BFP Subsidiary: (i) changed has made or will make a deemed dividend election under Treas. Reg. Section 1.1502-32(f)(2) or a consent dividend election under Section 565 of the Code; (ii) has consented at any Tax accounting methodstime under Section 341(f)(l) of the Code to have the provisions of Section 341(f)(2) of the Code apply to any disposition of the assets of BFP or any BFP Subsidiary; (iii) has agreed, policies or procedures except as required is required, to make any adjustment under Section 481(a) of the Code by reason of a change in Law, (ii) made, revoked, accounting method or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or otherwise; (iv) entered into has made an express election, or is required, to treat any closing agreement affecting asset of BFP or otherwise settled any BFP Subsidiary as owned by another person for federal income tax purposes or compromised as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code; or (v) has made any material of the foregoing elections or is required to apply any of the foregoing rules under any comparable state, foreign or local income Tax Liability provision. (j) Except as set forth in Schedule 2.15 attached hereto, BFP and the BFP Subsidiaries are not and have never been includable corporations in an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than in the affiliated group of which BFP is the common parent corporation. (k) Except as set forth in Schedule 2.15 attached hereto or refundas a result of the Merger, the consolidated net operating losses, net capital losses, foreign tax credits, investment and other tax credits set forth in the BFP Financial Statements are not subject to any limitations under Section 382, Section 383 or the Treasury regulations (whether temporary, proposed or final) under Section 1502 of the Code. (l) Except as set forth in Schedule 2.15 attached hereto, neither BFP nor any BFP Subsidiary is a partner or member in or subject to any joint venture, partnership, limited liability company or other arrangement or contract that is or should be treated as a partnership for federal income tax purposes.

Taxes and Returns. (a) Each Except as set forth in the Bancorp Disclosure Schedule or as would not have a Material Adverse Effect on Bancorp or USAB, Bancorp, USAB and each of Pubco and Merger Sub has or will their Subsidiaries have timely filed, or caused to be timely filed, filed (and until the Effective Time will so file) all federal and state income and other material Tax Returns required to be filed by itthem in respect of any Taxes (which such Returns which have already been filed were and continue to be, which Tax Returns are true, accurate, correct and complete in all material respectsrespects and which such Returns which will be filed will be true, correct and has paid, collected or withheld, or caused to be paid, collected or withheld, complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes required to be paid, collected or withheldshown as due and payable on such Returns, other than such Taxes for or other charges which adequate reserves are being contested in good faith (and disclosed to Valley in writing). Except as set forth in the Pubco Financials Bancorp Disclosure Schedule, Bancorp, USAB and each of their Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of Bancorp, USAB or any Subsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the Bancorp Disclosure Schedule, the federal income Returns of Bancorp, USAB and each of their Subsidiaries have been established in accordance with GAAP. Schedule 5.12(aexamined by the Internal Revenue Service (the “IRS”) sets forth each jurisdiction where Pubco or Merger Sub file (or are required closed to file examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a Tax Returnresult of such examinations which have not been resolved and paid in full. There Except as set forth in the Bancorp Disclosure Schedule, the applicable state income and local Returns of Bancorp, USAB and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no claims, assessmentsdeficiencies were asserted as a result of such examinations which have not been resolved and paid in full. audits, examinationsExcept as set forth in the Bancorp Disclosure Schedule, to the Knowledge knowledge of Pubcoeach of Bancorp and USAB, investigations there are no audits or other Actions administrative or court proceedings presently pending against Pubco nor any other disputes pending, or Merger Sub in respect of any material Taxclaims asserted for, and neither Pubco nor Merger Sub has been notified in writing of any material proposed Tax claims Taxes or assessments against Pubco upon Bancorp, USAB or Merger Sub (other thanany of their Subsidiaries, in each casenor has Bancorp, claims USAB or assessments for which adequate reserves in any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the Pubco Financials have been established in accordance with GAAP). There are no Liens application of the statute of limitations with respect to any Taxes upon or Returns. (b) Except as set forth in the Bancorp Disclosure Schedule, neither Bancorp, USAB nor any of Pubco or Merger Sub’s assets, other than Permitted Liens. Neither Pubco nor Merger Sub their Subsidiaries: (i) has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by Pubco or Merger Sub for requested any extension of time within which to file any Tax Return which Return has not since been filed; (ii) is a party to any agreement providing for the allocation or sharing of Taxes (except agreements between and/or among Bancorp, USAB and/or any of their Subsidiaries); (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Bancorp, USAB or any Subsidiary (nor does Bancorp or USAB have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code; (v) has been a party to any distribution occurring in the last five years in which the parties to pay such distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include Bancorp, USAB and each of their Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality or has any liability for Taxes shown of any person (other than Bancorp, USAB and/or any of their Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision under the laws of any foreign jurisdiction or any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and/or (ix) has received any claim by a Governmental Entity in a jurisdiction where it does not file Returns that it is or may be subject to taxation by that jurisdiction. (c) Except as set forth in the Bancorp Disclosure Schedule, (i) Bancorp, USAB and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) Bancorp, USAB and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) will not result in a Material Adverse Effect on Bancorp. (d) Bancorp has made available to Valley true correct and complete copies of: (i) all material Returns filed within the past three years by Bancorp, USAB and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due from or with respect to Bancorp, USAB or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by Bancorp, USAB or any of their Subsidiaries with any Governmental Entities within the past five years with respect to Taxes. (e) For purposes of this Agreement, the terms: (i) “Tax” or “Taxes” means: (A) any and all taxes, customs, duties, tariffs, imposts, charges, deficiencies, assessments, levies or other like governmental charges, including, without limitation, income, gross receipts, excise, real or personal property, ad valorem, value added, estimated, alternative minimum, stamp, sales, withholding, social security, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and other recording taxes and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign, including, without limitation, any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any Tax Return. Other than each otherother basis and such term shall include any interest, neither Pubco nor Merger Sub are notfines, and have never beenpenalties or additional amounts attributable to, or imposed upon, or with respect to, any such amounts, (B) any liability for the payment of any amounts described in (A) as a result of being a member of any an affiliated, consolidated, combined, unitary unitary, or affiliated similar group or as a result of corporations transferor or successor liability, and (C) any liability for the payment of any Tax purposes. amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any amounts of the type described in (bA) Since the date of their respective formations, each of Pubco and Merger Sub has not or (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, B); (ii) made“Return” means any return, revokeddeclaration, report, claim for refund, or amended information return or statement relating to Taxes, including any material Tax electionschedule or attachment thereto, and including any amendment thereof, which is required to be filed with a Governmental Entity; and (iii) filed “Governmental Entity” means any amended Tax Returns (A) Federal, state, local, municipal or claim for refund foreign government, (B) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (ivC) entered into any closing agreement affecting self-regulatory organization, administrative or otherwise settled regulatory agency, commission or compromised any material Tax Liability or refundauthority.