Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate 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 Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formation, the Purchaser 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 Purchaser, there are no facts or circumstances that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.

Taxes and Returns. (a) The Purchaser Except as disclosed in Section 4.19(a) of the Company Disclosure Schedule, each Taxpayer has timely filed, or caused to be timely filed, filed all material Tax Returns required to be filed by it, which and all such Tax Returns are returns were complete and accurate 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 Purchaser Financials Company Financial Statements have been established or which are being contested in accordance with GAAPgood faith. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(aExcept as set forth in Section 4.19(a) sets forth each jurisdiction where of the Purchaser files or is required to file a Tax Return. There Company Disclosure Schedule, there are no audits, examinations, investigations claims or other proceedings assessments pending against the Purchaser any Taxpayer for any alleged deficiency in respect of any Tax, and the Purchaser no Taxpayer has not been notified in writing of any proposed Tax liens, claims or assessments against the Purchaser any Taxpayer (other than, than in each case, claims or assessments for which adequate reserves in the Purchaser Financials Company Financial Statements have been established or which are being contested in accordance with GAAP or are immaterial in amountgood faith). There are no Liens with respect to any Taxes upon any Except as set forth in Section 4.19(a) of the Purchaser’s assetsCompany Disclosure Schedule, other than Permitted Liens. The Purchaser no Taxpayer has no outstanding any waivers or extensions of any applicable statute of limitations to assess any material amount Taxes in excess of Taxes$10,000. There Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, there are no outstanding requests by the Purchaser any Taxpayer 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. (b) Since To the date best knowledge of Dachis, there are no liens for material amounts of Taxes on the assets of the Company or any of its formation, the Purchaser has Subsidiaries except for statutory liens for current Taxes 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 refundyet due and payable. (c) To Other than as set forth on Section 4.19(c) of the Knowledge Company Disclosure Schedule, there have been no audits and there are no ongoing audits of Purchaserany Tax Returns or reports of any Tax filed by Taxpayer. There is set forth on Section 4.19(c) of the Company Disclosure Schedule a brief description of the status of all prior audits, all ongoing audits and all notifications of audits for any Taxpayer, and except as otherwise disclosed on such Section 4.19(c) of the Company Disclosure Schedule all deficiencies resulting from such audits have either been paid or adequately provided for in the Company Financial Statements. (d) Section 4.19(d) of the Company Disclosure Schedule sets forth all elections made by Taxpayer in the past five years that remain in effect for any Taxpayer with respect to Taxes. Except as 9 14 set forth on Section 4.19(d) of the Company Disclosure Schedule, there are no facts ongoing audit adjustments of Taxes that will affect taxable periods subsequent to the audit. (e) Except as set forth in Section 4.19(e) of the Company Disclosure Schedule, (i) there has not been made with respect to any Taxpayer, or circumstances that would reasonably be expected to prevent any property held by any Taxpayer, any consent under Section 341 of the Merger from qualifying as a “reorganization” Code (or any corresponding provisions of state, local or foreign income Tax Law), (ii) no property of any Taxpayer is "tax exempt use property" within the meaning of Section 368(a168(h) of the Code, and (iii) no Taxpayer is a party to any lease made pursuant to former Section 168(f)(8) of the Code. (df) There is no Action currently pending or, to the Knowledge Except as set forth in Section 4.19(f) of the PurchaserCompany Disclosure Schedule, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it no Taxpayer is or may be subject party to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority sharing agreement or has been notified in writing or, any other agreement with respect to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueTaxes. (g) Neither Purchaser nor Merger Sub has any Liability for Except as disclosed in Section 4.19(g) of the Company Disclosure Schedule, the charges, accruals and reserves on the books of the Company with respect to Taxes due and payable after the Closing Date have been presented in accordance with GAAP consistently applied. (h) Except as set forth in Section 4.19(h) of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Lawthe Company Disclosure Schedule, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub no Taxpayer is a party to any joint venture, partnership, or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, other arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) contract that will could be binding on Purchaser or Merger Sub with respect to any period following the Closing Datetreated as a partnership for federal income tax purposes.

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected 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 Purchaser Financials have been established in accordance with GAAP. The To the Knowledge of the Purchaser, the Purchaser has complied with all applicable material Laws relating to Taxes. Schedule 3.10(a) 4.10 sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formation, the Purchaser 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 the Purchaser, there are no facts or circumstances that would reasonably be expected to prevent the each Merger from qualifying as a transfer within the meaning of Section 351 of the Code or a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.

Taxes and Returns. (a) The Purchaser Except as disclosed in Section 4.19(a) of the Company Disclosure Schedule, each Taxpayer has timely filed, or caused to be timely filed, filed all material Tax Returns required to be filed by it, which and all such Tax Returns are returns were complete and accurate 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 Purchaser Financials Company Financial Statements have been established or which are being contested in accordance with GAAPgood faith. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(aExcept as set forth in Section 4.19(a) sets forth each jurisdiction where of the Purchaser files or is required to file a Tax Return. There Company Disclosure Schedule, there are no audits, examinations, investigations claims or other proceedings assessments pending against the Purchaser any Taxpayer for any alleged deficiency in respect of any Tax, and the Purchaser no Taxpayer has not been notified in writing of any proposed Tax liens, claims or assessments against the Purchaser any Taxpayer (other than, than in each case, claims or assessments for which adequate reserves in the Purchaser Financials Company Financial Statements have been established or which are being contested in accordance with GAAP or are immaterial in amountgood faith). There are no Liens with respect to any Taxes upon any Except as set forth in Section 4.19(a) of the Purchaser’s assetsCompany Disclosure Schedule, other than Permitted Liens. The Purchaser no Taxpayer has no outstanding any waivers or extensions of any applicable statute of limitations to assess any material amount Taxes in excess of Taxes$10,000. There Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, there are no outstanding requests by the Purchaser any Taxpayer 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. (b) Since To the date best knowledge of Dachis, there are no liens for material amounts of Taxes on the assets of the Company or any of its formation, the Purchaser has Subsidiaries except for statutory liens for current Taxes 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 refundyet due and payable. (c) To Other than as set forth on Section 4.19(c) of the Knowledge Company Disclosure Schedule, there have been no audits and there are no ongoing audits of Purchaserany Tax Returns or reports of any Tax filed by Taxpayer. There is set forth on Section 4.19(c) of the Company Disclosure Schedule a brief description of the status of all prior audits, all ongoing audits and all notifications of audits for any Taxpayer, and except as otherwise disclosed on such Section 4.19(c) of the Company Disclosure Schedule all deficiencies resulting from such audits have either been paid or adequately provided for in the Company Financial Statements. (d) Section 4.19(d) of the Company Disclosure Schedule sets forth all elections made by Taxpayer in the past five years that remain in effect for any Taxpayer with respect to Taxes. Except as set forth on Section 4.19(d) of the Company Disclosure Schedule, there are no facts ongoing audit adjustments of Taxes that will affect taxable periods subsequent to the audit. (e) Except as set forth in Section 4.19(e) of the Company Disclosure Schedule, (i) there has not been made with respect to any Taxpayer, or circumstances that would reasonably be expected to prevent any property held by any Taxpayer, any consent under Section 341 of the Merger from qualifying as a “reorganization” Code (or any corresponding provisions of state, local or foreign income Tax Law), (ii) no property of any Taxpayer is "tax exempt use property" within the meaning of Section 368(a168(h) of the Code, and (iii) no Taxpayer is a party to any lease made pursuant to former Section 168(f)(8) of the Code. (df) There is no Action currently pending or, to the Knowledge Except as set forth in Section 4.19(f) of the PurchaserCompany Disclosure Schedule, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it no Taxpayer is or may be subject party to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority sharing agreement or has been notified in writing or, any other agreement with respect to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when dueTaxes. (g) Neither Purchaser nor Merger Sub has any Liability for Except as disclosed in Section 4.19(g) of the Company Disclosure Schedule, the charges, accruals and reserves on the books of the Company with respect to Taxes due and payable after the Closing Date have been presented in accordance with GAAP consistently applied. (h) Except as set forth in Section 4.19(h) of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Lawthe Company Disclosure Schedule, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub no Taxpayer is a party to any joint venture, partnership, or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, other arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) contract that will could be binding on Purchaser or Merger Sub with respect to any period following the Closing Datetreated as a partnership for federal income tax purposes.

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected 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 Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied in all material respects with all applicable Laws relating to Taxes. Schedule 3.10(a) 3.10 sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings Proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of Purchaser is, and has been since its formationincorporation, the Purchaser has not treated as a corporation for U.S. federal (iand applicable state and local) changed any income 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 refundpurposes. (c) To the Knowledge Purchaser has not taken, permitted or agreed to take any action, and does not intend to or plan to take any action, or has any knowledge of Purchaser, there are no facts any fact or circumstances circumstance that would could reasonably be expected to prevent the Merger transactions contemplated by this Agreement from qualifying as a “reorganization” within for the meaning Intended Tax Treatment (with the exception of Section 368(a) of the Codeany actions specifically contemplated by this Agreement). (d) There is no Action currently pending or, Purchaser does not have any plan or intention to the Knowledge of the Purchaser, threatened against Purchaser engage in any transaction or the Merger Sub by a Governmental Authority make any election that would result in a jurisdiction where the liquidation of Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdictionfor U.S. federal income tax purposes. (e) No Purchaser or Merger Sub is being audited by intends that any Tax authority or has been notified cash remaining in writing or, to the Knowledge Trust Account after the redemptions of the Purchaser or Merger Sub, orally Common Stock and distributions contemplated by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves this Agreement shall be used in the Company Financials have been establishedCompany’s business within the meaning of Treasury Regulations Section 1.368-1(d). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate 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 Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied in all material respects with all applicable Laws relating to Taxes. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formation, the Purchaser 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 Liability or refund. (c) To There is no Action currently pending or, to the Knowledge of Purchaser, threatened against Purchaser or Merger Sub by a Governmental Authority in a jurisdiction where such Party does not file Tax Returns that it is or may be subject to taxation by that jurisdiction or that it is or may be required to file Tax Returns in such jurisdiction. (d) To the Purchaser’s Knowledge, there are no facts facts, agreements, plans or circumstances other circumstances, and neither the Purchaser nor Merger Sub or any of their Affiliates has taken or agreed to take any action, that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No The Purchaser has no plan or Merger Sub is being audited by any Tax authority or has been notified in writing or, to intention after the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials Closing to: (i) under any applicable Tax Law, liquidate the Company or to cause the Company to merge into another corporation; (ii) as a transferee cause the Company to sell, transfer or successorotherwise dispose of any of the Company's assets, or (iii) by Contract or indemnity (excluding commercial agreements entered into except for dispositions made in the ordinary course of business and transfers described in Section 368(a)(2)(C) of the primary purpose Code and the Treasury Regulations issued thereunder; (iii) sell or otherwise dispose of which is not any stock of the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into Company acquired in the ordinary course Merger, except for transfers described in Section 368(a)(2)(C) of business the primary purpose of which is not Code and the sharing of TaxesTreasury Regulations issued thereunder; or (iv) with respect cause the Company to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) issue additional shares that will be binding on result in the Purchaser or Merger Sub with respect to any period following losing control of the Closing DateCompany within the meaning of Section 368(c) of the Code.

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected collected, or withheld, or caused to be paid, collected collected, or withheld, all material Taxes required to be paid, collected collected, or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations investigations, or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formation, the Purchaser has not (i) changed any Tax accounting methods, policies 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 the Purchaser, there are no facts or circumstances that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected 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 Purchaser Financials have been established in accordance with GAAP. The To the Knowledge of the Purchaser, the Purchaser has complied with all applicable material Laws relating to Taxes. Schedule 3.10(a) 3.10 sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There To the Knowledge of the Purchaser, there are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formation, the Purchaser 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 the Purchaser, there are no facts or circumstances that would reasonably be expected to prevent the each Merger from qualifying as a transfer within the meaning of Section 351 of the Code or a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.

Taxes and Returns. (a) The Purchaser has 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 such Tax Returns are accurate 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 Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied with all applicable Laws relating is not subject to Taxes. Schedule 3.10(a) sets forth each jurisdiction where Tax in a country other than the Purchaser files country of its incorporation or is required to file formation solely by virtue of having a Tax Returnpermanent establishment in such other country. There are no claims, assessments, audits, examinations, investigations or other proceedings Actions pending against the Purchaser in respect of any material Tax, and the Purchaser has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amountGAAP). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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 ReturnReturn outside of the ordinary course of business. Purchaser is not, and never has been, (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes. (b) Since the date of its formation, the Purchaser 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 Liability or refund. (c) To Purchaser is not nor has been a party to any “listed transaction” as defined in Section 6707A of the Knowledge Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of Purchaserstate, there are no facts local or circumstances non-U. S. income Tax Law). (d) Pxxxxxxxx has neither taken nor agreed to take any action not contemplated by this Agreement and/or any Ancillary Document that would could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within for the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to Intended Tax Treatment. To the Knowledge of the Purchaser, threatened against Purchaser no facts or circumstances exist that could reasonably be expected to prevent the Merger Sub by a Governmental Authority in a jurisdiction where from qualifying for the Purchaser or Merger Sub does not file Intended Tax Returns that it is or may be subject to taxation by that jurisdictionTreatment. (e) No Purchaser or Merger Sub is being audited by any treated as a corporation for U.S. federal (and applicable U.S. state and local) income Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established)purposes. (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid Notwithstanding anything to the appropriate Governmental Authorities or set aside contrary herein, the representations and warranties in appropriate accounts for future payment when duethis Section 2.10 and Section 2.11 are the sole and exclusive representations and warranties of Purchaser concerning Tax matters. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.

Taxes and Returns. (a) The Each of the Purchaser has and Merger Sub have timely filed, or caused to be timely filed, all material federal, state, local, and foreign Tax Returns required to be filed by it, which such Tax Returns are accurate 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 Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened in writing against the Purchaser by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) Neither the Purchaser nor Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of Purchaser, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub have been notified in writing of any proposed Tax claims or assessments against it (other than, in each case claims or assessments for which adequate reserves in the Purchaser Financials have been established). (d) There are no Liens with respect to any Taxes upon any of Purchaser’s or Merger Sub’s assets, other than Permitted Liens. (e) Since the date of its formation, the Purchaser 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. (cf) To Neither the Knowledge Purchaser nor Merger Sub has any outstanding waivers or extensions of Purchaser, there any applicable statute of limitations to assess any amount of Taxes. There are no facts outstanding requests by either the Purchaser or circumstances Merger Sub for any extension of time to file any Tax Returns or within which to pay any Taxes shown to be due on any Tax Return. (g) The Purchaser is, and has always been, resident only in its jurisdiction of organization for Tax purposes (including its jurisdiction of organization immediately after the Domestication) and is not and has not been, treated as having a permanent establishment, branch or taxable presence in any jurisdiction other than in its jurisdiction of organization. (h) The Purchaser has not made any change in accounting methods (except as required by a change in Law) or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to prevent have a material impact on its Taxes following the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the CodeClosing. (di) There is The Purchaser has no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser Liability or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any potential Liability for the Taxes of another Person that is are not adequately reflected in their the Purchaser Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract contract, indemnity or indemnity otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither the Purchaser nor Merger Sub is are a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Purchaser or Merger Sub with respect to any period following the Closing Date. (j) Neither Purchaser nor Merger Sub: (i) have 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 the Purchaser is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Purchaser is or was the common parent corporation. (k) Purchaser and Merger Sub have not taken or agreed to take any action, and do not have any reason to believe that any conditions exist with respect to the Purchaser or Merger Sub that would reasonably be expected to prevent, impair or impede the transactions contemplated by this Agreement from being treated as set forth in ‎Section 5.10. Without limiting the generality of the preceding sentence, Merger Sub was formed solely to facilitate the transactions contemplated by this Agreement and has never had any activities, assets or liabilities other than in connection with such transactions. (l) As of the effective date of the Domestication, the Domestication of the Purchaser met all applicable requirements to qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

Taxes and Returns. (a) The Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate 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 that are shown as due on such filed Tax Returns and all other material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(a4.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There To the Knowledge of Purchaser, there are no claims, assessments, audits, examinations, investigations or other proceedings Actions pending against the Purchaser in respect of any material Tax, and the Purchaser has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount)GAAP. There To the Knowledge of Purchaser, there are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formationincorporation, the Purchaser 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 Liability or refund. (c) To Purchaser is not a party to, is not bound by and has no obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the Knowledge sharing or ceding of Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment. (d) Purchaser has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and, to Purchaser’s knowledge, has complied (including any applicable cure provisions) in all material respects with all applicable Laws relating to the reporting and withholding of Taxes. (e) Purchaser does not have any request for a material closing agreement, private letter ruling, or similar ruling in respect of Taxes pending between Purchaser, there on the one hand, and any Tax authority, on the other hand. (f) Purchaser has not engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). (g) Neither the Internal Revenue Service nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against Purchaser any deficiency or claim for any material Taxes or interest thereon or penalties in connection therewith. (h) There are no facts Tax Liens upon any assets of Purchaser except for Permitted Liens. (i) Purchaser has not received written notice of any claim from a Tax authority in a jurisdiction in which Purchaser does not file Tax Returns stating that Purchaser is or circumstances may be subject to Tax in such jurisdiction. (j) Purchaser, after consultation with its tax advisors, are not aware of the existence of any fact, or any action it has taken (or failed to take) or agreed to take, that would reasonably be expected to prevent or impede the Merger Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Intended Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing DateTreatment.

Taxes and Returns. (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate 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 Purchaser Financials have been established in accordance with GAAPApplicable Accounting Standards. The Purchaser has complied with all applicable Laws relating to Taxes. Schedule 3.10(a6.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP Applicable Accounting Standards or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser 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. (b) Since the date of its formation, the Purchaser 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 Purchaser, there are no facts or circumstances that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) There is no Action currently pending or, to the Knowledge of the Purchaser, threatened against Purchaser or the Merger Sub by a Governmental Authority in a jurisdiction where the Purchaser or Merger Sub does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (e) No Purchaser or Merger Sub is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Purchaser or Merger Sub, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against the Purchaser or Merger Sub in respect of any Tax, and neither the Purchaser nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (f) Purchaser and Merger Sub have collected or withheld all Taxes currently required to be collected or withheld by them, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (g) Neither Purchaser nor Merger Sub has any Liability for the Taxes of another Person that is not adequately reflected in their Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). Neither Purchaser nor Merger Sub is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements, arrangements or practices entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including an advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on Purchaser or Merger Sub with respect to any period following the Closing Date.