Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) PhotoMedex has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax returns and reports required to be filed by it or the PhotoMedex Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the PhotoMedex Financials have been established. (b) Section 2.17(b) of the PhotoMedex Disclosure Letter sets forth each jurisdiction where PhotoMedex and each PhotoMedex Subsidiary files or is required to file a Tax Return. (c) To the Knowledge of PhotoMedex, neither PhotoMedex nor any of the PhotoMedex Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) There are no material claims, assessments, audits, examinations, investigations or other proceedings pending against PhotoMedex or any of the PhotoMedex Subsidiaries in respect of any Tax, and neither PhotoMedex nor any of the PhotoMedex Subsidiaries has been notified in writing of any proposed Tax claims or assessments against PhotoMedex or any of the PhotoMedex Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the PhotoMedex Financials have been established or are immaterial in amount). (e) There are no material liens with respect to any Taxes upon any of PhotoMedex’s or the PhotoMedex Subsidiaries’ 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 PhotoMedex Financials have been established. (f) Neither PhotoMedex nor any of the PhotoMedex 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 PhotoMedex or any of the PhotoMedex Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) Neither PhotoMedex nor any of the PhotoMedex Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither PhotoMedex nor any of the PhotoMedex Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) Neither PhotoMedex nor any PhotoMedex Subsidiary has any material liability or potential material liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. (j) Neither PhotoMedex nor any PhotoMedex Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority) that will be binding on PhotoMedex or any PhotoMedex Subsidiary with respect to any period following the Closing Date. (k) Neither PhotoMedex nor any PhotoMedex Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) 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 any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) PhotoMedex SPAC has or will have timely filed, or caused to be timely filed, all income and other material federal, state, local and foreign Tax returns and reports Returns required to be filed by it or the PhotoMedex Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and . SPAC has timely paid, collected collected, withheld or withheldremitted, or caused to be paid, collected collected, withheld or withheldremitted, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the PhotoMedex Financials SPAC Financial Statements have been establishedestablished in accordance with GAAP. (b) Section 2.17(b) of the PhotoMedex Disclosure Letter sets forth each jurisdiction where PhotoMedex and each PhotoMedex Subsidiary files or is required to file a Tax Return. (c) To the Knowledge of PhotoMedex, neither PhotoMedex nor any of the PhotoMedex Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) There are no material claims, assessments, audits, examinations, investigations or other proceedings Actions pending or in progress against PhotoMedex or any of the PhotoMedex Subsidiaries SPAC, in respect of any Tax, and neither PhotoMedex nor any of the PhotoMedex Subsidiaries SPAC has not been notified in writing of any proposed Tax claims or assessments against PhotoMedex or any of the PhotoMedex Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the PhotoMedex Financials have been established or are immaterial in amount)SPAC. (ec) There are no material liens Liens with respect to any Taxes upon any of PhotoMedexSPAC’s or the PhotoMedex Subsidiaries’ 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 PhotoMedex Financials have been establishedPermitted Liens. (fd) Neither PhotoMedex nor SPAC has not requested or consented to any of the PhotoMedex Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations for the collection or assessment of any Taxes, which waiver or extension (or request for such waiver or extension) is outstanding or pending. (e) There is no Action currently pending or threatened against SPAC by a Governmental Authority in a jurisdiction where SPAC does not file Tax Returns that it is or may be subject to assess Tax or required to file a Tax Return in that jurisdiction. (f) SPAC has never been a party to any material amount of Taxes. There are no outstanding requests by PhotoMedex or any transaction that was intended to qualify under Section 355 of the PhotoMedex Subsidiaries for any extension Code (or under so much of time within which Section 356 of the Code as relates to file any Tax Return or within which to pay any Taxes shown to be due on any Tax ReturnSection 355 of the Code). (g) Neither PhotoMedex SPAC has not been a party to any “reportable cross border arrangement” as defined in 3(19) of Directive 2011/16/EU as amended by Directive (EU) 2018/822 that has not yet been reported. (h) SPAC has not knowingly taken any action, nor is aware of any of the PhotoMedex Subsidiaries has made any change in accounting method fact or received a ruling fromcircumstance, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following prevent the Closing. (h) Neither PhotoMedex nor any relevant portions of the PhotoMedex Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4Transactions from qualifying for the Intended Tax Treatment. (i) Neither PhotoMedex nor any PhotoMedex Subsidiary has any material liability SPAC is not resident for tax purposes outside the jurisdiction of its incorporation and is not managed or potential material liability controlled outside such jurisdiction for the Taxes of another Person (i) under any applicable income Tax Law, (ii) as a transferee or successorpurposes. SPAC does not, or (iii) by contracthas never had, indemnity or otherwisea permanent establishment in any country other than the country of its organization. (j) Neither PhotoMedex nor any PhotoMedex Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority) that will be binding on PhotoMedex or any PhotoMedex Subsidiary with respect to any period following the Closing Date. (k) Neither PhotoMedex nor any PhotoMedex Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) 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 any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. (a) PhotoMedex Except as set forth in Section 2.17(a) of the Li3 Disclosure Schedule, Li3 has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax returns and reports required to be filed by it or the PhotoMedex Li3 Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the PhotoMedex Li3 Financials have been established. (b) Section 2.17(b) of the PhotoMedex Li3 Disclosure Letter Schedule sets forth each jurisdiction where PhotoMedex Li3 and each PhotoMedex Li3 Subsidiary files or is required to file a Tax Return. (c) To the Knowledge of PhotoMedexLi3, neither PhotoMedex Li3 nor any of the PhotoMedex Li3 Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) There are no material claims, assessments, audits, examinations, investigations or other proceedings pending against PhotoMedex Li3 or any of the PhotoMedex Li3 Subsidiaries in respect of any Tax, and neither PhotoMedex Li3 nor any of the PhotoMedex Li3 Subsidiaries has been notified in writing of any proposed Tax claims or assessments against PhotoMedex Li3 or any of the PhotoMedex Li3 Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the PhotoMedex Li3 Financials have been established or are immaterial in amount). (e) There are no material liens with respect to any Taxes upon any of PhotoMedexLi3’s or the PhotoMedex Li3 Subsidiaries’ 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 PhotoMedex Li3 Financials have been established. (f) Neither PhotoMedex Li3 nor any of the PhotoMedex Li3 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 PhotoMedex Li3 or any of the PhotoMedex Li3 Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) Neither PhotoMedex Li3 nor any of the PhotoMedex Li3 Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither PhotoMedex Li3 nor any of the PhotoMedex Li3 Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) Neither PhotoMedex Li3 nor any PhotoMedex Li3 Subsidiary has any material liability or potential material liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. (j) Neither PhotoMedex Li3 nor any PhotoMedex Li3 Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority) that will be binding on PhotoMedex Li3 or any PhotoMedex Li3 Subsidiary with respect to any period following the Closing Date. (k) Neither PhotoMedex Li3 nor any PhotoMedex Li3 Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Taxes, nor is any such request outstanding. (l) 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 any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

Taxes and Returns. Except as would not reasonably be expected to have a Material Adverse Effect: (a) PhotoMedex Except as set forth in Section 2.9 of the Migami Disclosure Schedules, Migami and each Subsidiary has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax returns and reports required to be filed by it or the PhotoMedex Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”“), which and all such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes that it is contesting in good faith or for which adequate reserves in the PhotoMedex Migami Financials have been established. (b) Section 2.17(b) of the PhotoMedex Disclosure Letter sets forth each jurisdiction where PhotoMedex and each PhotoMedex Subsidiary files or is required to file a Tax Return. (c) To the Knowledge of PhotoMedex, neither PhotoMedex nor any of the PhotoMedex Subsidiaries is being audited by any taxing authority or has been notified by any Tax authority that any such audit is contemplated or pending. (d) established in accordance with GAAP. There are no material claims, assessments, audits, examinations, investigations or other proceedings pending against PhotoMedex Migami, Migami Sub or any of the PhotoMedex Subsidiaries Subsidiary in respect of any Tax, and neither PhotoMedex Migami, Migami Sub nor any of the PhotoMedex Subsidiaries Subsidiary has been notified in writing of any proposed Tax claims claims, assessments or assessments audits against PhotoMedex Migami, Migami Sub or any of the PhotoMedex Subsidiaries Subsidiary (other than, in each case, claims or assessments for which adequate reserves in the PhotoMedex Migami Financials have been established in accordance with GAAP or are immaterial in amount). (e) There are no material liens with respect to any Taxes upon any of PhotoMedex’s or the PhotoMedex Subsidiaries’ 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 PhotoMedex Financials have been established. (f) Neither PhotoMedex nor any of the PhotoMedex 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 PhotoMedex or any of the PhotoMedex Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) Neither PhotoMedex nor any of the PhotoMedex Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on Taxes following the Closing. (h) Neither PhotoMedex nor any of the PhotoMedex Subsidiaries participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4. (i) Neither PhotoMedex nor any PhotoMedex Subsidiary has any material liability or potential material liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. (j) Neither PhotoMedex nor any PhotoMedex Subsidiary is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to material Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority) that will be binding on PhotoMedex or any PhotoMedex Subsidiary with respect to any period following the Closing Date. (k) Neither PhotoMedex nor any PhotoMedex Subsidiary has requested or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any material Taxes, nor is any such request outstanding. (lb) For purposes of this Agreement, the term following terms have the following meanings: “Tax” or Tax “ (and, with correlative meaning, “Taxes” shall mean and “Taxable”) means (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, dutyduty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax (including domestic or foreign), (ii) any federalliability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, stateconsolidated, localcombined or unitary group for any taxable period, foreign and (iii) any liability for the payment of any amounts of the type described in (i) or provincial income(ii) as a result of being a transferee of or successor to any Person, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer as a result of any express or excise tax) together with implied obligation to indemnify any interest, addition or penalty imposed thereonother Person.