Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) Except as set forth on Section 2.17 of the Company Disclosure Schedule, the Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiaries, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established or are immaterial in amount. There are no claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its 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 the Company or any 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "Tax" or "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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 of the Company Disclosure Schedule, the The Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g2.14(d) below) required to be filed by it and its subsidiariessubsidiaries taking into account applicable extensions, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.17(g2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established or are immaterial in amountestablished. There As of the date hereof, there are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or are immaterial assessments that would not reasonably be expected to have, individually or in amountthe aggregate, a Company Material Adverse Effect). Neither the Company nor any of its 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 the Company or any 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor or any of its subsidiaries, except for statutory liens for current Taxes not yet due and payablepayable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or or, to the knowledge of the Company Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (fd) For purposes of this Agreement, the term "TaxTAX" or "TaxesTAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "Tax ReturnTAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 of the Company Disclosure Schedule, the Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiaries, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established or are immaterial in amount. There are no claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its 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 the Company or any 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (b) The Company has not constituted either a "“distributing corporation" ” or a "“controlled corporation" ” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "“Tax" ” or "“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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "“Tax Return" ” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) Except as set forth on in Section 2.17 2.16(a) of the Company Disclosure ScheduleLetter, the Company has and each of the Company Subsidiaries have timely filedfiled (including extensions), or have caused to be timely filedfiled (including extensions), all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it the Company or such Company Subsidiary. All such Tax Returns are true, complete and its subsidiariescorrect in all material respects, and has the Company and each of the Company Subsidiaries have timely paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes material amounts of Tax (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes amounts contested in good faith for which the Company has established adequate reserves in that are reflected on the Company Financials have Financial Statements and which are contested in good faith. Except as set forth in Section 2.16(a) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries has been established or are immaterial notified in amount. There are no writing by any Governmental Authority of material claims or assessments pending against the Company or any of its subsidiaries the Company Subsidiaries for any alleged Tax deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax (other than claims or assessments against contested in good faith for which the Company or any of its subsidiaries (other than, in each case, claims or assessments for which has established adequate reserves in that are reflected on the Company Financials have been established or Financial Statements and which are being contested in good faith or are immaterial in amountfaith). Neither the Company nor any of its subsidiaries the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations relating to assess any assessment of a material amount of Taxes. There are no outstanding requests by the Company or any 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 returnTax. There are no liens for material amounts of Taxes Tax on the assets of the Company nor or any of its subsidiariesthe Company Subsidiaries, except for statutory liens for current Taxes amounts of Tax not yet due and payable. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "Tax" or "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, but not limited to, any i) federal, state, local, local or foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, unemployment, disability, wealth, stamp, severance, environmental, customs duties, occupation, registration, windfall profits, estimated, alternative or added minimumadd-on minimum or ad valorem tax or any other tax of any kind whatsoever (whether or not measured in whole or part by net income and including any fee or assessment or other charge in the nature of or in lieu of any tax), ad valorem, transfer or excise tax) together with any interest or penalty (whether disputed or not) imposed thereon by any Governmental Authority; and (ii) any liability for the payment of any amount described in clause (i) of this sentence as a result of the Company or a Company Subsidiary being a successor to or transferee of any other corporation at any time on or prior to the Effective Date and any interest, addition penalties and additions to taxes of any kind whatsoever and any liability in respect of any tax as a result of being a member of an affiliated, consolidated, combined, unitary or penalty imposed thereonsimilar group. The term "Tax Return" shall mean a report, return return, declaration or other information statement (including any attached schedules or any amendments return relating to such report, return or other information statement) Taxes and required to be supplied to or filed with a Governmental Authority with respect to any Taxgovernmental entity, including an information return, claim for refund, amended return or declaration of estimated Taxany schedules and amendments thereto.

Taxes and Returns. (a) Except as set forth on Section 2.17 of the Company Disclosure Schedule, the The Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g2.14(e) below) required to be filed by it and its subsidiariesSubsidiaries taking into account applicable extensions, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.17(g2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established or are immaterial in amountestablished. There are no written claims or assessments pending against the Company or any of its subsidiaries Subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries Subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or are immaterial assessments that would not reasonably be expected to have, individually or in amountthe aggregate, a Company Material Adverse Effect). Neither the Company nor any of its 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 the Company or any 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor or any of its subsidiariesSubsidiaries, except for statutory liens for current Taxes not yet due and payablepayable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has not constituted either a "“distributing corporation" ” or a "“controlled corporation" ” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (ia) 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as As of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is being audited by any foreign, federal or state taxing authority or or, to the knowledge Knowledge of the Company Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. All Company Tax Returns filed with a Government Authority are true, correct and complete in all material respects. (fd) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company), (ii) has any liability for the Taxes of any person (other than the Company, or any subsidiary of the Company) under Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), (iii) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement or (iv) has distributed the stock of another company in a transaction that was purported or intended to be governed by Section 355 or Section 361 of the Code, (e) For purposes of this Agreement, the term "“Tax" ” or "“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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "“Tax Return" ” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 The Company and each of the Company Disclosure Schedule, the Company its subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiariesit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established or which are immaterial being contested in amountgood faith. There are no material claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its subsidiaries 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 the Company or 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 return. There To the knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company nor or any of its subsidiaries, subsidiaries except for statutory liens for current Taxes not yet due and payable. (b) The To the Company's knowledge, none of the Company or any of the Company Subsidiaries has not constituted either taken or agreed to take any action that would prevent the Merger from constituting a "distributing corporation" or a "controlled corporation" (within reorganization qualifying under the meaning provisions of Section 355(a)(1)(A368(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company There is not and any employment, severance or termination agreement or other compensation arrangement or employee benefit plan (ias defined in Section 3(3) has not been at of ERISA) currently in effect which provides for the payment of any time within amount (whether in cash or property or the five-year period ending on vesting of property) as a result of any of the date hereof transactions contemplated hereby to any employee, officer or director of Company or any of its affiliates who is a United States real property holding corporation within the meaning of "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 897(c)(21.280G-1) that would be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporationCode). (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "Tax" or "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, but not limited to, 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 any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, addition interest or penalty imposed thereonby any Governmental Authority. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 Purchaser and each of the Company Disclosure Schedule, the Company Purchaser Subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiariesit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Purchaser Financial Statements have been established or which are immaterial being contested in amountgood faith. There are no material claims or assessments pending against the Company Purchaser or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Company Purchaser or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials Purchaser Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Neither the Company Purchaser nor any of its 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 the Company Purchaser or any of its subsidiaries for or 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 return. There To the knowledge of Purchaser, there are no liens for material amounts of Taxes on the assets of the Company nor Purchaser or any of its subsidiaries, subsidiaries except for statutory liens for current Taxes not yet due and payable. (b) The Company To Purchaser's knowledge, none of Purchaser or any of the Purchaser Subsidiaries has not constituted either taken or agreed to take any action that would prevent the Merger from constituting a "distributing corporation" or a "controlled corporation" (within reorganization qualifying under the meaning provisions of Section 355(a)(1)(A368(a)(1)(B) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company There is not and any employment, severance or termination agreement or other compensation arrangement or employee benefit plan (ias defined in Section 3(3) has not been at of ERISA) currently in effect which provides for the payment of any time within amount (whether in cash or property or the five-year period ending on vesting of property) as a result of any of the date hereof transactions contemplated hereby to any employee, officer or director of Purchaser or any of its affiliates who is a United States real property holding corporation within the meaning of "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 897(c)(21.280G-1) that would be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporationCode). (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "Tax" or "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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 of the Company Disclosure Schedule, the The Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiariesit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established or are immaterial in amountestablished. There are no claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith or are immaterial in amount). Neither the The Company nor any of its subsidiaries has does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (b) The Company has not constituted either taken or agreed to take any action that would prevent the Merger from constituting a "distributing corporation" or a "controlled corporation" (within reorganization qualifying under the meaning provisions of Section 355(a)(1)(A368(a) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) Except as set forth in Section 2.18(c) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (either alone or in combination with another event) will not result in any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director of the Company. (d) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (de) The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would could reasonably be expected to have a Company Material Adverse Effect following the Closing. (ef) Except as set forth on Section 2.17 of the The Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is not currently being audited by any taxing authority or to the knowledge of the Company and has not been notified by any tax authority that any such audit is contemplated or pending. (fg) For purposes of this Agreement, the term "“Tax" or "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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "“Tax Return" ” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 in Schedule 2.27(a) of the Company Disclosure ScheduleCIC Schedules, the Company CIC has or will have timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) federal, state, local and foreign tax returns and reports required to be filed by it (collectively, “Tax Returns”), which such Tax Returns are true, accurate, correct and its subsidiariescomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined in Section 2.17(g) below) material taxes required to be paid, collected or withheld, other than such Taxes taxes for which adequate reserves in the Company CIC Financials have been established in accordance with GAAP. Schedule 2.27(a) of the CIC Schedules sets forth each jurisdiction where CIC files or are immaterial in amountis required to file a Tax Return. There are no claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any CIC in respect of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries CIC has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries CIC (other than, in each case, claims or assessments for which adequate reserves in the Company Financials CIC’s financial statements have been established or which are being contested in good faith accordance with GAAP or are immaterial in amount). Neither the Company nor There are no material encumbrances with respect to any taxes upon any of its subsidiaries has CIC’s assets, other than (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 CIC’s financial statements have been established in accordance with GAAP. CIC does not have any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxestaxes. There are no outstanding requests by the Company or any subsidiaries CIC for any extension of time within which to file any Tax Return or within which to pay any Taxes taxes shown to be due on any return. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payableTax Return. (b) The Company CIC has not constituted either a "“distributing corporation" ” or a "“controlled corporation" ” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock securities (to any person Person or entity that is not a member of the consolidated group of which the Company CIC is the common parent corporation) qualifying for for, or intended to qualify for, tax-free treatment under Section 355 of the Internal Revenue Code of 1986, as amended (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 MergerExchange. (c) The Company CIC is not and nor (i) has not been at any time within the five-year period ending on the date hereof since December 31, 2008 a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) since December 31, 2008 has never ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax tax purposes other than a group of which the Company CIC is or was the common parent corporation. (d) The Company Except as disclosed in the CIC SEC Reports or as would not reasonably be expected to have a Material Adverse Effect, CIC has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority authority. (e) CIC is not a party to any contract, agreement, plan or arrangement that, individually or collectively, could reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 162(m) of the Code. (f) CIC has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4. (g) CIC has not taken any action that would reasonably be expected to have give rise to (i) a Company Material Adverse Effect following “deferred intercompany transaction” within the Closingmeaning of Treasury Regulation Section 1.1502-13 or an “excess loss account” within the meaning of Treasury Regulation Section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (eh) Except as set forth on Section 2.17 of the Company Disclosure ScheduleSince December 31, as of the date hereof2008, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company CIC has been notified by not (i) changed any tax authority that accounting methods, policies or procedures except as required by a change in law, (ii) made, revoked, or amended any such audit is contemplated material tax election, (iii) filed any amended Tax Returns or pending. (f) For purposes of this Agreement, the term "Tax" or "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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax(iv) entered into any closing agreement affecting or otherwise settled or compromised any material tax liability or refund.

Taxes and Returns. (a) Except as set forth on Section 2.17 The Company and each of the Company Disclosure Schedule, the Company Subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) belowhereinafter defined) required to be filed by it and its subsidiariesit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as defined in Section 2.17(g) belowhereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established or which are immaterial being contested in amountgood faith. There are no material claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or 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 returnTax Return. There To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company nor or any of its subsidiaries, subsidiaries except for statutory liens for current Taxes not yet due and payable. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "Tax" or "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, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added add-on minimum, ad valorem, transfer or excise tax) , or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, addition interest or penalty imposed thereonby any Governmental Authority. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority governmental entity with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) Except as set forth on Section 2.17 of the Company Disclosure Schedule, the The Company has timely filed, or caused to be timely filed, filed all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiariesthe Company, and has paid, collected or withheld, or caused to be paid, collected or withheld, all amounts of Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheldwithheld by the Company, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established or which are immaterial being contested in amountgood faith. There are no claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of of, nor does it have any knowledge of, any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Neither the The Company nor has not executed any of its subsidiaries has any outstanding waivers waiver or extensions extension of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any subsidiaries for any extension of time within which to file any Tax Return or within which to pay any amounts of Taxes shown to be due on any return. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (b) The Company has not constituted either disclosed on its federal income Tax Returns or has otherwise communicated to the IRS all positions taken therein that: (i) constitute a "distributing corporation" reportable tax shelter transaction or a "controlled corporation" (any other tax shelter transaction within the meaning of Section 355(a)(1)(A) 6011 of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof ; or (ii) in could give rise to a distribution which could otherwise constitute part substantial understatement of a "plan" or "series of related transactions" (federal income Tax within the meaning of Section 355(e) 6662 of the Code) in conjunction with the Merger. (c) The Company is not and has made available to Buyer complete copies of (i) has not been at any time within the five-year period ending relevant portions of income tax audit reports, statements of deficiencies, closing or other agreements received by or on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) behalf of the Code Company relating to Taxes, and (ii) has never been a member of any consolidated, combined, unitary all federal and state income Tax Returns and state sales and use Tax Returns for or affiliated group of corporations for any Tax purposes other than a group of which including the Company is or was for all periods during the common parent corporationthree years prior to the date of this Agreement. (d) The Except as set forth on Schedule 2.13(d) of the Company Disclosure Schedule, (i) the Tax Returns of the Company have not been audited by a government or taxing authority since 1991, nor is any such audit in process, pending or, to the Company’s knowledge, threatened (either in writing or verbally, formally or informally), (ii) the Company has not made received notice (either in writing or orally, formally or informally) that it has not filed a Tax Return or paid Taxes required to be filed or paid, (iii) the Company is not a party to any change action or proceeding for assessment or collection of Taxes, nor has such event been asserted or, to the Company’s knowledge, threatened (either in accounting method writing or received a ruling fromorally, formally or signed an agreement withinformally) against the Company, and (iv) no waiver or extension of any taxing authority that would reasonably be expected statute of limitations is in effect with respect to have a Company Material Adverse Effect following Taxes or Tax Returns of the ClosingCompany. (e) Except as set forth on Section 2.17 Schedule 2.13(e) of the Company Disclosure Schedule, as the Company is not, nor has it ever been, a party to any tax sharing agreement. The Company has not been a distributing corporation or a controlled corporation in a transaction described in Section 355(a) of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pendingCode. (f) Except as set forth on Schedule 2.13(f) of the Company Disclosure Schedule, the Company has not been included in any consolidated, combined or unitary Tax Returns, other than such a Tax Return for an affiliated group of which the Company is the parent corporation. (g) Except as set forth on Schedule 2.13(g) of the Company Disclosure Schedule, there will not be includible in the income of the Company for any Tax period following the Closing Date any item of income in excess of $50,000 attributable to a Tax period preceding the Closing Date under the cash method of accounting, the installment method of accounting, a long-term contract method of accounting, Section 481 of the Code, or a closing or similar agreement with a Tax authority. (h) No powers of attorney or other authorizations are in effect that grant to any Person the authority to represent the Company in connection with any Tax matter or proceeding. (i) For purposes of this Agreement, the term "“Tax" ” or "“Taxes" ” shall mean any taxall taxes, customhowever denominated, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, including any federal, state, territorial, 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) together with any interest, addition or penalty imposed thereon. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.,

Taxes and Returns. (a) Except as set forth on Section 2.17 The Company and each of the Company Disclosure Schedule, the Company its subsid- ----------------- iaries has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiariesit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established or are immaterial in amountestablished. There are no claims or assessments pending against the Company or any of its subsidiaries the Company Subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its subsidiaries 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 the Company or any subsidiaries 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor or any of its subsidiaries, the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. (b) The None of the Company or any of the Company Subsidiaries has not constituted either taken or agreed to take any action that would prevent the Merger from constituting a "distributing corporation" or a "controlled corporation" (within reorganization qualifying under the meaning provisions of Section 355(a)(1)(A368(a) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Except as set forth in Section 897(c)(22.15(c) of the Code Company Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (iieither alone or in combination with another event) will not result in any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director of the Company or any of the Company Subsidiaries. (d) None of the Company or any of the Company Subsidiaries has never been a member of any consolidated, combined, unitary or affiliated group of corporations corpora- tions for any Tax purposes other than a group of which the Company is or was the common parent corporation. (de) The None of the Company or any of the Company Subsidiaries has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would could reasonably be expected to have a Company Material Adverse Effect following the Closing. (ef) Except as set forth on Section 2.17 None of Company or any of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is currently being audited by any taxing authority or to the knowledge and none of the Company or any of the Company Subsidiaries has been notified by any tax authority that any such audit is contemplated or pending. (fg) For purposes of this Agreement, the term "Tax" or "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, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "Tax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) Except as set forth on Section SECTION 2.17 of the Company Disclosure Schedule, the Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.17(g) below) required to be filed by it and its subsidiaries, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes (as defined in Section 2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established or are immaterial in amount. There are no claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith or are immaterial in amount). Neither the Company nor any of its 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 the Company or any 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 return. There are no liens for material amounts of Taxes on the assets of the Company nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying 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) The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not 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 Company Material Adverse Effect following the Closing. (e) Except as set forth on Section SECTION 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any taxing authority or to the knowledge of the Company has been notified by any tax authority that any such audit is contemplated or pending. (f) For purposes of this Agreement, the term "TaxTAX" or "TaxesTAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, 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) together with any interest, addition or penalty imposed thereon. The term "Tax ReturnTAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.