Common use of Taxes and Social Security Clause in Contracts

Taxes and Social Security. (a) Each Group Company has in accordance with all applicable Legal Requirements (i) filed all Tax Returns which are required to be filed by it (ii) made all assessments of Taxes which are to be self-assessed, and has paid, or made adequate provision for the payment of, all Taxes which have or may become due and payable by it (whether or not shown on any Tax Return). All such Tax Returns are correct and complete and accurately reflect the liability for Taxes for the periods covered thereby. No claim exceeding, in aggregate, a value of EUR 20,000 has ever been made by any Governmental Body in a jurisdiction where a Group Company does not file Tax Returns that the relevant Group Company is or may be subject to taxation by that jurisdiction. No Group Company has received a request to file a Tax Return from a Governmental Body in a jurisdiction where it does not file Tax Returns. (b) No Group Company has agreed to, or has been requested to agree to, any extension or waiver of the statute of limitations applicable to any of its Tax Returns. Group Company has agreed to, nor has it been requested to agree to, any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired. No Group Company has failed to take any action that would have the effect of any such extensions or waivers. (c) No Group Company is a party to any Tax allocation, sharing or indemnification agreement. (d) There are no Liens for unpaid Taxes on the assets of any Group Company. (e) To the Sellers’ Knowledge, no Group Company has received any notice of assessment or proposed or threatened assessment in connection with any Tax or a Tax Return. There are no Tax examinations, Tax claims or Tax actions currently pending, asserted or threatened. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) Each Group Company has withheld and collected all Taxes required to have been withheld and collected and has paid over to the proper Taxing Authority all such Taxes in a timely manner, including but not limited to the cooperation agreement entered by and between Eco GER, Eco CH and the Company, dated February 15, 2010, and to any services rendered by Haberler GmbH or by Xx. Xxxxxxx Xxxxx to any Group Company. (g) No Group Company has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed. (h) The unpaid Taxes of each Group Company did not, as of the date of the Most Recent Balance Sheet, exceed by any material amount the aggregate reserves or accruals for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet, and the unpaid Taxes of the Group Companies will not, as of the Closing Date, exceed by any material amount the aggregate reserves or accruals for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) as disclosed on Section 2.10(h) of the Disclosure Schedule. (i) No Group Company has made any change in accounting methods, received a ruling from any taxing authority, or signed an agreement with respect thereto with respect to any Tax year. (j) Each Group Company and the Sellers have terminated any and all Tax sharing, Tax indemnity or Tax allocation agreements to which any of the Sellers, a Group Company and/or any Affiliate thereof (if any) is a party with effect not later than Closing. (k) Each Group Company and the Sellers have terminated not later than the Closing any and all Tax sharing, Tax indemnity or Tax allocation agreements to which any of the Sellers, the Company and/or any Affiliate thereof (if any) is a party that were in effect at any time on or prior to the Closing. No further amounts shall be payable by the Purchaser or any Affiliate thereof under such agreements following the Closing, and the Purchaser, the Company or Affiliate thereof shall have no further obligations thereunder following the Closing.

Taxes and Social Security. (a) Each Group Computation, Preparation and Payment — The Company has in accordance with correctly computed all applicable Legal Requirements Taxes, prepared and duly and timely filed, or has caused to be filed on its behalf, all federal, state, provincial, municipal, local and foreign returns, estimates, information statements, elections, designations, reports and any other related filings (i) filed all each, a "Tax Returns which are Return"), required to be filed by it (ii) made it, has timely paid all assessments of Taxes which are to be self-assessed, were due and payable and has paid, or made adequate provision therefor for any taxation period ending on or prior to the payment of, all Closing Date. The Company has made adequate and timely installments of Taxes required to be made. Accrued Taxes — With respect to any periods for which Tax Returns have not yet been required to be filed or may become for which Taxes are not yet due and payable by it (whether or not shown on any Tax Return)payable, the Company has only incurred liabilities for Taxes in the ordinary course of business. Status of Assessments — All such Tax Returns are correct and complete and accurately reflect the liability for Taxes for the periods covered thereby. No claim exceeding, in aggregate, a value of EUR 20,000 has ever been made by any Governmental Body in a jurisdiction where a Group Company does not file Tax Returns that the relevant Group Company is or may be subject to taxation by that jurisdiction. No Group Company has received a request to file a Tax Return from a Governmental Body in a jurisdiction where it does not file Tax Returns. (b) No Group Company has agreed to, or has been requested to agree to, any extension or waiver of the statute Company have been assessed through and including each of limitations applicable to the dates set forth in the Disclosure Schedule, and there are no outstanding waivers of any of its Tax Returns. Group Company has agreed to, nor has it been requested to agree to, any limitation periods or agreements providing for an extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired. No Group Company has failed to take any action that would have for the effect filing of any such extensions Tax Return or waivers. (c) No Group the payment of any Tax by the Company is a party or any outstanding objections to any assessment of Taxes. Any deficiencies imposed as a result of such assessments of Tax allocation, sharing or indemnification agreement. (d) There are no Liens for unpaid Taxes on Returns through and including the assets of any Group Company. (e) To dates set forth in the Sellers’ Knowledge, no Group Company has received any notice of assessment or proposed or threatened assessment in connection with any Tax or a Tax ReturnDisclosure Schedule have been paid and settled. There are no Tax examinations, Tax claims or Tax actions currently pending, asserted or threatened. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) Each Group Withholdings — The Company has withheld and collected paid all Taxes required to have been withheld and collected and has paid over by it in connection with amounts paid or owing to any employee, creditor, shareholder or other third party. Assessments — The Company is not, nor to the proper Taxing Authority all such Taxes in a timely mannerKnowledge of Seller will be, including but not limited to the cooperation agreement entered by and between Eco GER, Eco CH and the Company, dated February 15, 2010, and subject to any services rendered by Haberler GmbH assessment, levies, penalties or by Xxinterest with respect to Taxes, other than Taxes incurred in the ordinary course of business, in respect of any open Tax period. Xxxxxxx Xxxxx to any Group Company. (g) No Group Jurisdictions of Taxation — The Company has requested any extension of time within which not been and is not currently required to file any Tax Returnreturns, which Tax Return reports, elections, designations or other filings with any taxation authority located in any jurisdiction outside its jurisdiction of incorporation. Related Party Transactions — The Company has not since been filed. (h) The unpaid Taxes acquired property for proceeds greater than the fair market value thereof from, or disposed of each Group Company did notproperty for proceeds less than the fair market value thereof to, as of the date of the Most Recent Balance Sheet, exceed by any material amount the aggregate reserves or accruals received or performed services for Tax liability (other than the fair market value from or to, or paid or received interest or any reserve for deferred Taxes established other amount other than at a fair market value rate to reflect timing differences between book and Tax income) set forth on or from, any Related Person or other firm or corporation with whom it does not deal at arm's length within the Most Recent Balance Sheet, and the unpaid Taxes meaning of the Group Companies will not, as applicable laws. Deductibility — As of the Closing Date, exceed there will not be any contract, plan or arrangement covering any employee or former employee of the Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible by any material amount the aggregate reserves or accruals for Tax liability (Company as an expense under applicable law, other than reimbursements of a reasonable amount of entertainment expenses and other non-deductible expenses that are commonly paid by similarly situated businesses in reasonable amounts. Tax Basis — The Company's tax basis in its assets (and the undepreciated capital cost of such assets) for purposes of determining its future amortization, depreciation and other income Tax deductions is accurately reflected on the Company's Tax Returns, including all exhibits and attachments thereto, has been calculated in accordance with Belgian Accounting Rules, and any reserve differences between the Company’s Tax basis in its assets and accounting book value has been accurately reflected in the provision for deferred income Taxes established to reflect timing differences between book shown on the Company’s books of account. Tax Returns — Complete and accurate copies of all Tax income) as disclosed on Section 2.10(h) Returns of the Disclosure Schedule. (i) No Group Company has made any change in accounting methodsrelating to all open Tax periods, received a ruling from any taxing authority, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or signed an agreement with respect thereto agreed to by the Company with respect to any Tax yearTaxes, have been provided to Buyer. (j) Each Group Company and the Sellers have terminated any and all Tax sharing, Tax indemnity or Tax allocation agreements to which any of the Sellers, a Group Company and/or any Affiliate thereof (if any) is a party with effect not later than Closing. (k) Each Group Company and the Sellers have terminated not later than the Closing any and all Tax sharing, Tax indemnity or Tax allocation agreements to which any of the Sellers, the Company and/or any Affiliate thereof (if any) is a party that were in effect at any time on or prior to the Closing. No further amounts shall be payable by the Purchaser or any Affiliate thereof under such agreements following the Closing, and the Purchaser, the Company or Affiliate thereof shall have no further obligations thereunder following the Closing.

Taxes and Social Security. (a) Each Group Company has in accordance with all applicable Legal Requirements (i) the Company and its Subsidiaries have properly completed and timely filed all Tax Returns which are required to be filed by it them with the appropriate Tax Authority and any other Governmental Authority; (ii) made all assessments of Taxes which such Tax Returns are to be self-assessedtrue and correct and have been completed in accordance with Law, and the Company or its applicable Subsidiary has paid, paid or made adequate provision for withheld and paid to the payment of, appropriate Tax Authority all Taxes which have or may become due and payable by it (whether or not shown to be due on any Tax Return). All such Tax Returns Returns) (iii) the Company and its Subsidiaries have, at all applicable times, maintained and updated all books and records in relation to Tax as they are required to maintain by applicable Law; and (iv) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been so included and all information provided in each such Tax Return is true, correct and complete in all material respects. (b) The Balance Sheet reflects all unpaid Taxes of the Company and accurately reflect its Subsidiaries for periods (or portions of periods) through the liability Balance Sheet Date in accordance with Brazilian GAAP. None of the Company or its Subsidiaries has any Liability for unpaid Taxes accruing after the Balance Sheet Date, other than Taxes accruing in the Ordinary Course of Business conducted after the Balance Sheet Date. (c) The Company and its Subsidiaries have duly and timely paid all Taxes levied in connection with its activities and their business, have fulfilled all its Tax and social security obligations set forth in the Laws, including secondary obligations such as maintenance of proper accounting records and issuance of Tax invoices. The Company and its Subsidiaries have withheld from each payment or deemed payment made to its past or present employees, officers, directors and independent contractors, suppliers, creditors, shareholders or other third parties all Taxes required to be withheld and has, within the time and in the manner required by applicable Law, paid such withheld amounts to the proper Governmental Authorities. (d) Except as set forth in the Financial Statements, neither the Company nor any Subsidiary thereof is enrolled with any special Brazilian Tax Authority program for Tax payments in installments such as Refis – Programa de Recuperação Fiscal or Paes – Parcelamento Especial. (e) Except as set forth in Section 3.10(e) of the Disclosure Schedule, there is (i) no claim for Taxes being asserted or that has been previously asserted against the Company or any Subsidiary thereof that has resulted in an Encumbrance against the property of the Company or any of its Subsidiaries, and there is no such Encumbrance for Taxes, other than Encumbrances for Taxes not yet due and payable, (ii) no notice regarding commencement of any investigation or audit of the periods covered therebyCompany or any Subsidiary thereof in regards to any Tax Return by any Tax Authority or regarding any inconsistency in any Tax Return filed by the Company and its Subsidiaries, and (iii) no waiver or extension of any statute of limitations with respect to the assessment or deficiency of any Taxes granted by the Company or any Subsidiary thereof currently in effect. No Neither the Company nor any Subsidiary thereof has been informed by any Tax Authority and any other Governmental Authority that it will open an audit or other review of the Taxes of such entity or that it believes that such entity was required to file any Tax Return that was not filed. Since December 31, 2006, no claim exceeding, in aggregate, a value of EUR 20,000 has ever been made that the Company or any Subsidiary thereof has been Notified of, or, to Knowledge of the Shareholders, threatened, by any Governmental Body Authority in a jurisdiction where a Group the Company does not file Tax Returns claiming that the relevant Group Company or any Subsidiary thereof is or may be subject to taxation by that jurisdiction. No Group Company has received a request to file a Tax Return from a Governmental Body in a jurisdiction where it does not file Tax Returns. (b) No Group Company has agreed to, or has been requested to agree to, any extension or waiver of the statute of limitations applicable to any of its Tax Returns. Group Company has agreed to, nor has it been requested to agree to, any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired. No Group Company has failed to take any action that would have the effect of any such extensions or waivers. (c) No Group Company is a party to any Tax allocation, sharing or indemnification agreement. (d) There are no Liens for unpaid Taxes on the assets of any Group Company. (e) To the Sellers’ Knowledge, no Group Company has received any notice of assessment or proposed or threatened assessment in connection with any Tax or a Tax Return. There are no Tax examinations, Tax claims or Tax actions currently pending, asserted or threatened. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) Each Group Except as set forth in Section 3.10(f) of the Disclosure Schedule, neither the Company nor any Subsidiary thereof has withheld and collected all entered into any agreement, ruling or arrangement with respect to Taxes required to have been withheld and collected and has paid over to the proper Taxing Authority all such Taxes in a timely manner, including but not limited to the cooperation agreement entered by and between Eco GER, Eco CH and the Company, dated February 15, 2010, and to with any services rendered by Haberler GmbH or by Xx. Xxxxxxx Xxxxx to any Group CompanyGovernmental Authority. (g) No Group Company has requested All transactions occurring between the Company, its Subsidiaries and any extension of time within which to file its other Affiliates or between any Tax Return, which Tax Return has not since been filedof its Subsidiaries or other Affiliates were negotiated at arm’s length. (h) The unpaid Taxes of each Group Neither the Company did not, as of the date of the Most Recent Balance Sheet, exceed nor any Subsidiary thereof is a party to or bound by any material amount Tax sharing or Tax allocation agreement, nor does the aggregate reserves Company nor any Subsidiary thereof have any Liability or accruals for Tax liability (other than potential Liability to another party under any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet, and the unpaid Taxes of the Group Companies will not, as of the Closing Date, exceed by any material amount the aggregate reserves or accruals for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) as disclosed on Section 2.10(h) of the Disclosure Schedulesuch agreement. (i) No Group Neither the Company nor any Subsidiary thereof is or has made any change in accounting methods, received ever been a ruling from any taxing authority, or signed an agreement with respect thereto with respect party to any transaction or agreement that is in conflict with any Tax yearrules on transfer pricing. (j) Each Group Company and the Sellers have terminated any and all Tax sharing, Tax indemnity or Tax allocation agreements to which any of the Sellers, a Group Company and/or any Affiliate thereof (if any) is a party with effect not later than Closing. (k) Each Group Company and the Sellers have terminated not later than the Closing any and all Tax sharing, Tax indemnity or Tax allocation agreements to which any of the Sellers, Neither the Company and/or nor any Affiliate Subsidiary thereof has or had (if any) is a party that were during any taxable period remaining open for the assessment of Tax by any applicable Tax Authority under its applicable statute of limitations), any place of business in effect at any time on or prior to foreign country outside the Closing. No further amounts shall be payable by the Purchaser or any Affiliate thereof under such agreements following the Closing, country of its organization and the Purchaser, the Company or Affiliate thereof shall have no further obligations thereunder following the Closingits Subsidiaries is not doing business or engaged in a trade or business in any jurisdiction in which it has not filed all required Tax Returns.