Common use of Taxes, Tax Returns and Audits Clause in Contracts

Taxes, Tax Returns and Audits. (i) The Company and each of its Subsidiaries have prepared or caused to be prepared and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are true and correct and have been completed in accordance with applicable Legal Requirements. (ii) The Company and each of its Subsidiaries have timely paid all material Taxes required to be paid, and paid or withheld with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (v) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. (ia) The Company and each To the Best Knowledge of its Subsidiaries have prepared or caused to be prepared and timely filed or caused the Warrantors, all Tax Returns required to be filed in respect of each of the Group Companies have been duly and timely filed, have been prepared in compliance with all required applicable Laws, and are true, correct and complete in all material Tax Returns relating to any aspects. All Taxes due and all Taxes concerning payable by each of the Group Companies, whether or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file not shown as due on such Tax Returns, and such Tax Returns, in all material respects, are true and correct and have been completed fully paid when due, or, if at the direction of the relevant Governmental Authorities. Each of the Group Companies has established adequate reserves on their respective books of account for all Taxes and for the liability for deferred income Taxes payable in accordance with applicable Legal Requirementsrespect of each Group Company. (iib) The Company and each of its Subsidiaries have timely paid all material Taxes required to be paid, and paid There are no agreements or withheld with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment applications of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Group Company or any existing for an extension of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period time for the assessment or collection payment of any Tax. (iv) No audit or other examination of any Tax Return Pre-Closing Taxes and no waivers of the Company or any statute of its Subsidiaries is presently limitations in progress, nor has the Company or any respect of its Subsidiaries been notified in writing of any request for such an audit or other examination. (v) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) Taxes. There are no Tax liens upon Liens on any property or assets of the Assets and Properties of any Group Company or any Company Subsidiaries except for liens Liens for current Taxes not yet due due. No Group Company has received any claim from any taxing authority in a jurisdiction in which any Group Company is or may be subject to taxation and payable or Taxes in which are being contested in good faith and for which adequate reserves have been established on the any Group Company Financialshas failed to file Tax Returns required by that jurisdiction. (viiic) Neither the No Group Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to or bound by any Tax sharingindemnity, indemnification Tax sharing or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such similar agreement and (c) no Group Company has any material liability for the any Taxes of any person (other than Person. Each Group Company has withheld or deducted, in accordance with applicable Laws or the requirements of the relevant Governmental Authorities, all Taxes or other amounts from payments to employees, independent contractors, creditors, shareholders, or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (other Persons from which Taxes are required to be deducted or any similar provision of state, local withheld and has timely paid over such Taxes or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwiseother amounts to the appropriate Governmental Authorities to the extent due and payable. (xd) Neither No Warrantor expects, and, to the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 Best Knowledge of the Code Warrantors, no officer or director of any Group Company expects, any authority to assert a material claim for additional Taxes for any period for which Tax Returns have been filed. Section 3.14(d) of the Disclosure Schedule lists all the relevant Governmental Authorities in charge of taxation in which Tax Returns are filed with respect to each Group Company. No Group Company has filed any Tax Return that is currently the subject of audit or has been audited since January 1, 2004. None of the Warrantors and the Group Companies has received any notice that any Governmental Authority will audit or examine (except for any general audits or examinations routinely performed by such Governmental Authorities), seek information with respect to, or make material claims or assessments with respect to any Taxes for any period. The Group Companies have delivered to SCAC correct and complete copies of all annual Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any Group Company for and during FY2005, FY2006, and FY2007, and all Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by any Group Company for the two-year nine (9) month period immediately preceding the Closing Dateended September 30, 2008. (xie) Neither the No Group Company nor any of its Subsidiaries has (i) is currently engaged in the conduct of a listed transaction under Treas. Reg. § 1.6011-4(b), including trade or business within the United States; (ii) is a corporation or other entity organized or incorporated in the United States; (iii) has a branch or other permanent establishment in any transaction that is the same as country outside its country of incorporation or substantially similar to one of the types of transactions that the organization; or (iv) has United States real property interests described in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Service has determined to be a tax avoidance transaction and identified by noticeCode of 1986, regulation, or other form of published guidance as a listed transactionamended. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. Except as set forth in Section 4.15 of the Company Disclosure Letter hereto: (ia) The Company and each of its Subsidiaries have prepared or caused to be prepared has duly and timely filed or caused all income and material non-income Tax Returns related to Pre-Closing Tax Periods required to be filed by the Company and each of its Subsidiaries with the appropriate Governmental Authority by the due date, including extensions, thereof, and all required material such Tax Returns relating to any are true, correct and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, complete in all material respects, are true . All Taxes payable by or with respect to the Company and correct and each of its Subsidiaries (whether or not shown on any Tax Return) have been completed in accordance with applicable Legal Requirements. (ii) timely paid. The Company and each of its Subsidiaries have timely paid all material established in the Unaudited Financial Statements reserves in accordance with GAAP that fairly present, as of the date thereof, the reserve for Taxes required to be paid, properly accrued but not yet due as of the date of such Unaudited Financial Statements and paid no Tax liability has been incurred by the Company or withheld any Subsidiary from the date of the Unaudited Financial Statements other than a Tax liability in the ordinary course of business consistent with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheldpast practice. (iiib) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor There is there any no material Tax deficiency outstanding, proposed or assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any or comparable consent pursuant to federal, state, local, or foreign Tax Legal Requirements extending the statute of limitations on or extending the period for the assessment or collection of any Tax, which waiver, consent, or extension has not since expired. No extension or waiver of time within which to file any Tax Return of, or applicable to, the Company or any Subsidiary has been granted or requested which has not since expired. (ivc) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries Subsidiary by any Governmental Authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of the commencement of any request for such an audit or other examination. (v) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (viid) There are no Tax liens Encumbrances (other than Permitted Encumbrances) for Taxes upon the Company, any property of its Subsidiaries, or any assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financialsof its Subsidiaries. (viiie) Neither No written ruling from any Governmental Authority or closing agreement pursuant to Section 7121 of the Company nor any of its Subsidiaries is, or Code has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party received or entered into by or with respect to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (xf) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution within the meaning of stock intended to qualify for tax-free treatment under Section 355 355(a)(1)(A) of the Code during within the twoprior two year period. (g) Prior to the date hereof, the Company has made available to Purchaser complete and accurate copies of all income Tax Returns filed by the Company and its Subsidiaries on or prior to the date hereof for all Tax periods beginning after December 31, 2009. (h) None of the Company or, since the date of acquisition by the Company, any of its Subsidiaries has been a member of an affiliated group other than an affiliated group of which the common parent was the Company. None of the Company or any of its Subsidiaries is a party to any Tax allocation, Tax indemnity or Tax sharing agreement or is liable for the Taxes of any other Person (other than members of the affiliated group, within the meaning of Section 1504(a) of the Code, of which the common parent was the Company) under Treasury Regulations §1.1502-year 6 (or any similar provision of state, local or foreign Law), as transferee or successor, by Contract (other than Contracts entered into in the ordinary course of business that do not principally relate to Taxes). (i) There has been material compliance by each of the Company and its Subsidiaries with respect to all applicable Legal Requirements relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1471, 1472 and 3406 of the Code or similar provisions under any state, local, or foreign Legal Requirements), and all amounts required pursuant to such Legal Requirements to be withheld from payments to employees, independent contractors and other persons have been withheld and timely paid over to the proper Governmental Authority. (j) To the knowledge of the Company, no Claim in writing has been made by a Governmental Authority in any jurisdiction in which the Company or any Subsidiary does not file Tax Returns that the Company or any Subsidiary is or may be subject to taxation by that jurisdiction. (k) None of the Company or any Subsidiary has or has had a permanent establishment (within the meaning of an applicable income Tax treaty) or an office or fixed place of business outside of the country under the laws of which the Company and any Subsidiary was formed or organized. (l) None of the Company or any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period immediately preceding or portion thereof ending after the Closing Date as a result of any (i) change in the method of accounting for a taxable period or portion thereof ending on or prior to the Closing Date, (ii) intercompany transaction (including any intercompany transaction subject to Section 367 or 482 of the Code or Treasury Regulation Section 1.1502-13) entered into on or prior to the Closing Date, or (iii) material prepaid amount received on or prior to the Closing Date, or pursuant to Section 108(i) of the Code. (xim) Each of the Company and its Subsidiaries has collected all sales, use and value added Taxes required to be collected, and has remitted on a timely basis to the appropriate Governmental Authority all such sales, use and value added Taxes required to be paid, or has been furnished properly completed exemption certificates. (n) No power of attorney has been executed with respect to any matter relating to Taxes of the Company or any of its Subsidiaries, which is currently in force. (o) Neither the Company nor any of its Subsidiaries has engaged participated in a listed transaction under “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xiip) The Except as disclosed in Section 4.15 of the Company Disclosure Letter, the net operating losses of the Company and each of its Subsidiaries is in full compliance with all terms and conditions of are not currently subject to any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of limitation under Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) 382 of the Code.

Taxes, Tax Returns and Audits. Except as set forth in Section 5.16 of the Companies Disclosure Schedules: (ia) The Company Each of the Companies and each of its their Subsidiaries have prepared or caused to be prepared duly and timely filed or caused all Tax Returns required to be filed with any Tax Authority prior to the date hereof, and all required material such Tax Returns relating to any are true, correct and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, complete in all material respects, are true and correct and have been completed in accordance with applicable Legal Requirements. (ii) The Company . Each of the Companies and each of its their Subsidiaries have timely paid in full all material Taxes due and payable unless any such amounts are being contested in good faith by appropriate proceedings. The latest Financial Statements properly reflect, in accordance with GAAP, all unpaid Taxes of the Companies and each of their Subsidiaries as of December 31, 2014, and since December 31, 2014, none of the Companies nor any of their Subsidiaries has incurred any liabilities for amounts of unpaid Taxes that would be required to be paiddisclosed on a balance sheet of any of the Companies or any of their Subsidiaries (or the footnotes thereto) prepared in accordance with GAAP, other than liabilities incurred in the ordinary course of business. (b) Each of the Companies and paid or each of their Subsidiaries have withheld with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be have been withheld and paid over and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or withheldowing to any Seller, employee, creditor, independent contractor or other third party. (iiic) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor There is there any no material Tax deficiency outstanding, proposed or assessed or proposed in writing against any of the Company Companies or any of its their Subsidiaries, and none of the Companies nor any of their Subsidiaries has received a refund in respect of Taxes to which it was not entitled. There are no outstanding waivers or comparable consents regarding the Company application of the statute of limitations or reassessment periods with respect to any Taxes or Tax Returns of any of the Companies or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Taxtheir Subsidiaries. (ivd) No audit or other examination of any Tax Return of any of the Company Companies or any of its their Subsidiaries by any Tax Authority is presently in progress, nor has have any of the Company Companies or any of its their Subsidiaries been notified in writing of any request for such an audit or other examination. None of the Sellers, the Companies nor any of their Subsidiaries has been notified in writing by any jurisdiction that the jurisdiction believes that any of the Companies or any of their Subsidiaries was required to file any Tax Return or pay any Taxes for any period that was not filed or paid. (ve) Neither There are no Encumbrances (other than Permitted Encumbrances) for Taxes upon any of the Company Companies, any of their Subsidiaries, or any assets of any of the Companies or any of their Subsidiaries. (f) None of the Companies nor any of its their Subsidiaries has been a party to any material liabilities for unpaid Taxes as “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4. (g) None of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company Companies nor any of its their Subsidiaries is a party to any Tax allocation, Tax sharing or similar agreement pursuant to which it will have any obligation after the Closing, or has incurred any liability for Taxes since the date of any other person as a transferee or successor or otherwise. (h) None of the Company Balance Sheet Companies nor any of their Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) change in method of accounting requested or occurring on or before the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Legal Requirements) executed on or prior to the Closing Date, (iii) prepaid amounts received on or before the Closing Date, or (iv) installment sale or open transaction made on or prior to the Closing Date. (i) None of the Companies nor any of their Subsidiaries has filed a disclosure statement with respect to any item pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, state and/or local Legal Requirements. (j) Each of the Companies has at all times been, and will be up until the Closing, a partnership for U.S. federal income tax purposes. Each of the Companies’ Subsidiaries (other than Cogent Partners Asia Pte. Ltd.) has at all times been, and will be up until the Closing, either a “disregarded entity” or a partnership for U.S. federal income tax purposes. No election has been filed by or on behalf of any of the Companies or any of their Subsidiaries to cause it to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (k) None of the Companies has received any written Tax opinion from a law firm or accounting firm with respect to any transaction or item relating to the Company, other than a transaction in the ordinary course of business. (vil) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets None of the Company Companies or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor owns any of its Subsidiaries is, or has been at any time, asset that constitutes a “United States Real Property Holding Corporationreal property interest” within the meaning of Section 897(c)(2897(c) of the Code. (ixm) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, Notwithstanding anything to the Knowledge of contrary set forth herein, this Section 5.16 and Section 5.14 (to the Company, any of extent it relates to Taxes) contain the Company’s affiliates has taken or agreed sole and exclusive representations and warranties provided by the Sellers and the Companies with respect to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the CodeTaxes.

Taxes, Tax Returns and Audits. (ia) The Company and each of its Subsidiaries have prepared or caused to be prepared duly and timely filed or caused all Tax Returns required to be filed by the Company and each of its Subsidiaries, and all required material such Tax Returns relating to any are true, correct and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, complete in all material respects. All Taxes payable by the Company or any of its Subsidiaries, are true and correct and whether or not shown on any Tax Return, have been completed in accordance with applicable Legal Requirements. (ii) paid. The unpaid Taxes of the Company and each of its Subsidiaries have timely paid (i) for taxable periods (or portions thereof) through the Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Financial Statements and (ii) for taxable periods (or portions thereof) though the Closing Date, will not exceed the reserve as adjusted for the passage of time through the Closing Date in accordance with GAAP. All unpaid Taxes of the Company and each of its Subsidiaries for all material Taxes required to be paid, and paid taxable periods (or withheld with respect to their Employees and other third parties (and paid over to portions thereof) commencing after the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheldBalance Sheet Date arose in the ordinary course of business. (iiib) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor There is there any material no Tax deficiency outstanding, proposed or assessed or proposed in writing or, to the Knowledge of the Company, otherwise against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver or comparable consent pursuant to federal, state, local, or non-U.S. Tax Legal Requirements extending, beyond the date of any this Agreement, the statute of limitations on or extending extending, beyond the date of this Agreement, the period for the assessment or collection of any Tax. Neither the Company nor any of its Subsidiaries has executed or filed any power of attorney with any Governmental Authority with respect to Taxes, which is still in effect. (ivc) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries by any Governmental Authority is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing or, to the Knowledge of the Company, otherwise of the commencement of any request for such an audit or other examination. Neither the Company nor any of its Subsidiaries has been informed in writing or, to the Knowledge of the Company, otherwise by any jurisdiction in which the Company or any Subsidiary does not file a Tax Return that the jurisdiction believes that the Company or Subsidiary was required to file any Tax Return that was not filed or is subject to Tax in such jurisdiction. (d) There are no Encumbrances (other than Encumbrances for Taxes not yet due and payable) for Taxes upon the Company, any of its Subsidiaries, or any of their respective assets. (e) No written ruling from any Governmental Authority or closing agreement pursuant to Section 7121 of the Code has been received or entered into by or with respect to the Company or any of its Subsidiaries. (f) The Company is properly classified as a corporation for U.S. federal income Tax purposes. (g) The Company has made available to Purchaser (i) complete and accurate copies of all income and other material Tax Returns filed by the Company or any of its Subsidiaries for all taxable periods for which the applicable statute of limitations has not yet expired, (ii) complete and accurate copies of all material private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of the Company or any of its Subsidiaries relating to Taxes for all taxable periods for which the statute of limitations has not yet expired, and (iii) complete and accurate copies of all material agreements, rulings, settlements or other Tax documents with or from any Governmental Authority relating to Tax incentives of the Company or any of its Subsidiaries. (h) All Taxes that the Company or any of its Subsidiaries is or was required by applicable Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Authority, and each of the Company and its Subsidiaries has complied with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid to any employee, independent contractor, creditor, or other third party. (i) Neither the Company nor any of its Subsidiaries is or has ever been a member of an affiliated group with which it has filed (or been required to file) consolidated, combined, unitary or similar Tax Returns, other than a group of which the common parent is the Company. Neither the Company nor any of its Subsidiaries (i) other than as a result of any agreement entered into in the Ordinary Course of Business the principal purpose of which is not related to Taxes, has any liability under Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or non-U.S. Legal Requirements), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any Person other than the Company or any of its Subsidiaries, or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement other than, in each case, any agreement entered into in the Ordinary Course of Business the principal purpose of which is not related to Taxes. (j) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding state, local or non-U.S. Tax Legal Requirements) relating to changes in Tax accounting methods made prior to the Closing or use of an impermissible method of Tax accounting (as determined without regard to the transactions provided for herein) prior to the Closing, (ii) deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of state, local or non-U.S. Tax Legal Requirements), (iii) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Legal Requirements) executed prior to the Closing, (iv) installment sale or open transaction disposition made prior to the Closing, (v) prepaid amount or deferred revenue received prior to the Closing, or (vi) any election made pursuant to Section 108(i) of the Code prior to the Closing. (k) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code. (ixl) Neither the Company nor any of its Subsidiaries has (a) ever been distributed to its shareholders or security holders stock or securities of a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreementcontrolled corporation, nor does has stock or securities of the Company or any of its Subsidiaries owe been distributed, in a transaction to which Section 355 of the Code applies (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement. (m) Neither the Company nor any amount of its Subsidiaries (i) is a party to any joint venture, partnership, or other arrangement that is treated as a partnership for federal income Tax purposes or (ii) has made an entity classification (“check-the-box”) election under Section 7701 of the Code. (n) Neither the Company nor any such agreement and of its Subsidiaries is subject to Tax in any country other than its country of incorporation, organization or formation by virtue of having employees, a permanent establishment or other place of business in that country. (co) Neither the Company nor any liability for the Taxes of any person its Subsidiaries (i) is a stockholder of a “specified foreign corporation” (other than Company or any the Subsidiaries of its Subsidiariesthe Company) under Treas. Reg. § 1.1502-6 as defined in Section 965(e) of the Code (or any similar provision of state, local or non-U.S. Legal Requirements) or (ii) is a stockholder in a “passive foreign law, including investment company” as defined in Section 1297 of the Code. None of the Company’s Subsidiaries was a deferred foreign income corporation as defined in Section 965(d)(1) of the Code with respect to the Company or any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwiseits Subsidiaries. (xp) Neither All material related party transactions involving the Company nor or any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” have been conducted at arm’s length in a distribution of stock intended to qualify for tax-free treatment under compliance with Section 355 482 of the Code during and the two-year period immediately preceding Treasury Regulations promulgated thereunder and any comparable provisions of any other Tax Legal Requirements. Each of the Closing DateCompany and its Subsidiaries has maintained documentation (including any applicable transfer pricing studies) in connection with such related party transactions in accordance with Sections 482 and 6662 of the Code and the Treasury Regulations promulgated thereunder and any comparable provisions of any other Tax Legal Requirements. (xiq) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § “reportable transaction” as set forth in Treasury Regulation Section 1.6011-4(b)) or a “listed transaction” as set forth in Treasury Regulation Section 301.6111-2(b)(2) or any analogous provision of state, including any transaction that is the same as local or substantially similar to one non-U.S. Legal Requirements. Each of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with has disclosed on its federal income Tax Returns all terms and conditions positions taken therein that could give rise to a substantial understatement of any federal income Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a6662 of the Code. (r) Neither the Company nor any of its Subsidiaries has made any payment, is obligated to make any payment, or is a party to any agreement, contract, arrangement or plan that could obligate it to make any payment that may be treated as an “excess parachute payment” under Section 280G of the Code (without regard to Sections 280G(b)(4) and 280G(b)(5) of the Code. The ). (s) Neither the Company is not aware nor any of its Subsidiaries has availed itself of any agreementgovernment grants, plan Tax holidays, loans, or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) Tax benefits or relief related to COVID-19, including relief pursuant to Sections 2301 or 2302 of the CodeCARES Act, IRS Notice 2020-65 or any substantially similar applicable federal, state, local or non-U.S. Legal Requirements.

Taxes, Tax Returns and Audits. (i) The Company and each of its Subsidiaries have prepared or caused to be prepared (A) duly and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax ReturnsReturns are true, correct, and complete in all material respects, are true (B) duly and correct and have been completed in accordance with applicable Legal Requirements. (ii) The Company and each of its Subsidiaries have timely paid all material Taxes required to be paid, and paid or withheld with respect to their Employees and other third parties (and timely paid over any withheld amounts to the appropriate Taxing authorityGovernmental Entity) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheldwithheld whether or not shown as due on any Tax Return, and (C) established reserves in accordance with GAAP that are adequate for the payment of all Taxes not yet due and payable with respect to the assets and operations of the Company and each Subsidiary through the date of this Agreement. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (vii) Neither the Company nor any of its Subsidiaries has any material liabilities liability for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAPFinancials, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (viiii) The Company has made available to Parent or its legal counsel, copies of all material No deficiency for any Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at asserted, proposed, assessed or, to the Company’s Knowledge, threatened by any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does Governmental Entity against the Company or any of its Subsidiaries owe which has not been satisfied by payment, finally settled or withdrawn. (iv) No claim has been made by any amount under Governmental Entity that the Company or any such agreement of its Subsidiaries is or may be subject to any taxation by a jurisdiction in which it does not file Tax Returns, and (c) any liability for there are no outstanding requests, agreements, consents or waivers to extend the Taxes statutory period of limitations applicable to the assessment or collection of any person (other than Taxes or deficiencies of the Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (xv) There is no claim, audit, action, suit, request for ruling or determination, investigation, or administrative or court proceeding now pending, outstanding or, to the Company’s Knowledge, threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax Return of the Company or any of its Subsidiaries. (vi) No adjustment relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed by any Governmental Entity to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (vii) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing DateCode. (xiviii) Neither the Company nor any of its Subsidiaries (A) has engaged filed any disclosures under Section 6662 of the Code or comparable provisions of state, local or foreign Tax Law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Tax Return or (B) has consummated or participated in, and is not currently participating in, any transaction that was or is a “tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder and has participated in, or is currently participating in, a “listed transaction under Treas. Reg. § transaction” or a “reportable transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulations Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign Tax Law. (ix) Neither the Company nor any of its Subsidiaries (A) is a party to any Tax sharing, indemnification, allocation or similar agreement, whether or not written, or (B) has any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law including any transaction that is arrangement for group or consortium Tax relief or similar arrangement), as a transferee or successor, by contract or agreement, or otherwise. (x) Neither the same Company nor its Subsidiaries will be required to include any income or gain or exclude any deduction or loss from taxable income (A) as or substantially similar to one a result of any (I) change in method of accounting under Section 481(c) of the types Code (or any corresponding or similar provision of transactions that state, local or foreign Tax Law), (II) closing agreement under Section 7121 of the Internal Revenue Service has determined Code (or any corresponding or similar provision of state, local or foreign Tax Law), (III) installment sale or open transaction disposition or (IV) prepaid amount received on or prior to be a tax avoidance transaction and identified by notice, regulation, the Closing Date or other form of published guidance (B) otherwise as a listed transactionresult of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date. (xi) The Company is not and has not been a United States real property holding company within the meaning of Section 897(c)(2) of the Code. (xii) There are no Liens for Taxes upon the assets of the Company or any Subsidiary except Liens for Taxes not yet due and payable. (xiii) There is no power of attorney given by or binding upon the Company or any of its Subsidiaries with respect to Taxes for any period for which the statute of limitations (including waivers or extensions) has not yet expired. (xiv) The Company and each its Subsidiaries are in compliance in all material respects with all applicable transfer pricing Laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. (xv) Neither the Company nor any of its Subsidiaries is subject to Tax in full any country other than its country of incorporation or formation by virtue of having a permanent establishment or place of business in that country. (xvi) Section 2.6(b)(xvi) of the Company Disclosure Schedule contains a list of all jurisdictions (whether foreign or domestic) in which the Company or any of its Subsidiaries currently files a return. (xvii) The Company has made available to Parent all material Tax Returns of the Company and its Subsidiaries (whether foreign or domestic) for the last three (3) years. (xviii) The Company and its Subsidiaries are in compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, of a “Tax Incentive”)territory or non-U.S. government. (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. Each Company has prepared and filed on a timely basis with all appropriate Federal, state, local and foreign governmental authorities all returns in respect of Taxes it is required to file on or prior to the Closing and all such returns completely and accurately set forth the amount due of any Taxes relating to the applicable period. Each Company has paid in full all Taxes due on or before the Closing and, in the case of Taxes accruing on or before the Closing that are not due on or before the Closing, has established adequate reserves on its books and records and financial statements (including its Balance Sheet) for such payment in accordance with GAAP. Each Company has withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and has, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. Except as set forth on Schedule 2.10, (i) The there are no assessments against either Company and each of its Subsidiaries have prepared or caused with respect to be prepared and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are true and correct and that have been completed in accordance with applicable Legal Requirements. issued and are outstanding; (ii) The Company and no governmental authorities have audited or, to the knowledge of each of its Subsidiaries have timely paid all material Taxes required to be paidthe Shareholders, and paid or withheld with examined either Company in respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. of Taxes; (iii) Neither the neither Company nor has executed or filed any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or agreement extending the period for the of assessment or collection of any Tax. Taxes which has not yet expired by its terms; (iv) No neither Company has received written notification from any governmental authority of its intention to commence any audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. investigation; and (v) Neither the neither Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued is a party to, or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries isbound by, or has any obligation under any Tax sharing or Tax indemnification agreement, provision or arrangement, whether formal or informal, and no power of attorney, which is currently in effect, has been at granted with respect to any timematter relating to Taxes of such Company. The obligations, a “United States Real Property Holding Corporation” within if any, resulting from the meaning of Section 897(c)(2) tax audit referred to in Schedule 2.10 are personal obligations of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement Shareholders and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 are not obligations of the Code during the two-year period immediately preceding the Closing DateCompanies. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. Except as specifically set forth in the September Financial Statements or Schedule 4.16, (i) The Company BJ HLS, HZ HLS and each of its Subsidiaries have prepared or caused to be prepared and HollySys Subsidiary has filed on a timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, basis (taking into account any extensions of time within received from the relevant taxing authorities) all returns and reports pertaining to all Taxes that are or were required to be filed by BJ HLS, HZ HLS and HollySys Subsidiary with the appropriate taxing authorities in all jurisdictions in which such returns and reports are or were required to file such Tax Returnsbe filed, and all such Tax Returnsreturns and reports are true, correct and complete in all material respects, are true and correct and have been completed in accordance with applicable Legal Requirements. (ii) The Company all Taxes that are due from or may be asserted against BJ HLS, HZ HLS and each HollySys Subsidiary (including deferred Taxes) in respect of its Subsidiaries or attributable to all periods ending on or before the Closing Date have timely paid all material Taxes required to been or will be fully paid, and paid deposited or withheld with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period adequately provided for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (v) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAPbooks and financial statements of BJ HLS, HZ HLS and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent HollySys Subsidiary or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith by appropriate proceedings, (iii) no issues have been raised (or are currently pending) by any taxing authority in connection with any of the returns and for reports referred to in clause (a) which adequate might be determined adversely to BJ HLS, HZ HLS or HollySys Subsidiary and which could have a HollySys Material adverse effect, (iv) Neither BJ HLS, HZ HLS nor HollySys Subsidiary has given or requested to give waivers or extensions of any statute of limitations with respect to the payment of Taxes and (e) no tax liens which have not been satisfied or discharged by payment or concession by the relevant taxing authority or as to which sufficient reserves have not been established on the Company Financials. (viii) Neither the Company nor any books and financial statements of its Subsidiaries isBJ HLS, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) HZ HLS and HollySys Subsidiary are in force as of the Code. (ix) Neither the Company nor any date hereof. Schedule 4.16 sets forth all accurate and complete list of its Subsidiaries has (a) ever been each taxing authority to which BJ HLS, HZ HLS and HollySys Subsidiary are required or may be required to file notices, returns or payments, with a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 brief description of the Code during the two-year period immediately preceding the Closing Datetax or exemption applicable to BJ HLS, HZ HLS and HollySys Subsidiary. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. Each Target Corporation has (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the Effective Time) prepared and filed on a timely basis with all appropriate Federal, state, local and foreign governmental authorities all returns in respect of Taxes it is required to file on or prior to the Effective Time or by such date will have obtained the appropriate extensions to file, and all such returns completely and accurately (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will completely and accurately) set forth the amount due of any Taxes relating to the applicable period. Each Target Corporation has paid (or, in the case of Taxes becoming due after the date hereof and on or before the Effective Time, will have paid) in full all Taxes due on or before the Effective Time and, in the case of Taxes accruing on or before the Effective Time that are not due on or before the Effective Time, each Target Corporation has or will have established adequate reserves on its books and records and financial statements (including the Balance Sheet) for such payment in accordance with GAAP. Each Target Corporation has withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and has, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. In addition, other than as set forth on Schedule 3.10, (i) The Company and each of its Subsidiaries have prepared or caused there are no assessments against any Target Corporation with respect to be prepared and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are true and correct and that have been completed in accordance with applicable Legal Requirements. issued and are outstanding; (ii) The Company and no governmental authorities have audited or, to the knowledge of each of its Subsidiaries have timely paid all material Taxes required to be paidthe Stockholders, and paid or withheld with examined any Target Corporation in respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. of Taxes; (iii) Neither the Company nor neither Target Corporation has executed or filed any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or agreement extending the period for the of assessment or collection of any Tax. Taxes which has not yet expired by its terms; (iv) No neither Target Corporation has received written notification from any governmental authority of its intention to commence any audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. investigation; (v) Neither the Company neither Target Corporation is a party to or bound by nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued obligation under any tax sharing or reserved on the Company Balance Sheet in accordance with GAAPtax indemnification agreement, provision or arrangement, whether formal or informal, and neither the Company nor no power of attorney, which is currently in effect, has been granted with respect to any matter relating to Taxes of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. each Target Corporation; and (vi) The Company has made available neither Target Corporation is presently required nor will it be required to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon include any property or assets adjustment in taxable income under Section 481 of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including the Tax laws of any arrangement for group or consortium relief or similar arrangement), jurisdiction) as a transferee or successor, by operation result of law, by contract, any change in method of accounting or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. Watchdog has (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the Effective Time) prepared and filed on a timely basis with all appropriate Federal, state, local and foreign governmental authorities all returns in respect of Taxes it is required to file on or prior to the Effective Time or by such date will have obtained the appropriate extensions to file, and all such returns completely and accurately (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will completely and accurately) set forth the amount due of any Taxes relating to the applicable period. Watchdog has paid (or, in the case of Taxes becoming due after the date hereof and on or before the Effective Time, will have paid) in full all Taxes due on or before the Effective Time and, in the case of Taxes accruing on or before the Effective Time that are not due on or before the Effective Time, Watchdog has or will have established adequate reserves on its books and records and financial statements (including the Watchdog Balance Sheet) for such payment in accordance with GAAP. Watchdog has withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and has, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. In addition,, (i) The Company and each of its Subsidiaries have prepared or caused there are no assessments against Watchdog with respect to be prepared and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are true and correct and that have been completed in accordance with applicable Legal Requirements. issued and are outstanding; (ii) The Company and each of its Subsidiaries no governmental authorities have timely paid all material Taxes required to be paidaudited or, and paid or withheld with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxesknowledge of Watchdog, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. examined Watchdog in respect of Taxes; (iii) Neither the Company nor Watchdog has not executed or filed any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or agreement extending the period for the of assessment or collection of any Tax. Taxes which has not yet expired by its terms; (iv) No Watchdog has not received written notification from any governmental authority of its intention to commence any audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. investigation; (v) Neither the Company Watchdog is not a party to or bound by or nor does it have any of its Subsidiaries has obligation under any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued Tax sharing or reserved on the Company Balance Sheet in accordance with GAAPTax indemnification agreement, provision or arrangement, whether formal or informal, and neither the Company nor no power of attorney, which is currently in effect, has been granted with respect to any matter relating to Taxes of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. Watchdog; and (vi) The Company has made available Watchdog is not presently required nor will it be required to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon include any property or assets adjustment in taxable income under Section 481 of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including the Tax laws of any arrangement for group or consortium relief or similar arrangement), jurisdiction) as a transferee or successor, by operation result of law, by contract, any change in method of accounting or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. (ia) The Company To the extent the failure to do so would adversely affect either Sellers' ability to deliver free and each of its Subsidiaries have prepared clear title to the Acquired Assets or caused Buyer's ability to be prepared hold, own or use the Acquired Assets, Seller has filed within the time period for filing or any extension granted with respect thereto all federal, state, local, foreign and timely filed other returns, estimates and reports ("Returns") which it is required to file relating or caused to be filed all required material Tax Returns relating pertaining to any and all ------- Taxes concerning attributable to, levied or attributable imposed upon, or incurred in connection with the Acquired Assets and each portion of any Tax Return pertaining or related to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are Acquired Assets is true and correct and have has been completed in accordance with applicable Legal Requirements. (ii) law. The Company and each of its Subsidiaries Sellers have timely paid all material Taxes relating to all the Acquired Assets which are required to be paid, paid prior to the Closing and paid or have withheld with respect to their the Retained Employees and other third parties (who have worked in the Business and paid over to the appropriate Taxing authority) taxing authority all federal, state and local income taxes, Federal Insurance Contribution ActFICA, Federal Unemployment Tax Act FUTA and any other Taxes required to be paid or withheldwithheld with respect to such employees. (iiib) Neither There are (and, as of immediately following the Company nor Closing there will be) no Liens on the Acquired Assets relating to or attributable to Taxes, other than Liens which arise by operation of law with respect to Taxes that are not required to be paid prior to Closing. (c) There is no contract, agreement, plan or arrangement to which either Seller or any of its Subsidiaries has been delinquent in Affiliates is a party, including the provisions of this Agreement, covering any Retained Employee, which individually or collectively, could give rise to the payment of any material Taxamount that would not be deductible pursuant to Sections 280G, nor is there any material Tax deficiency outstanding, assessed 404 or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (v) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2162(m) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. GoodNet has (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will have prior to the Effective Time) prepared and filed on a timely basis with all appropriate Federal, state, local and foreign governmental authorities all returns in respect of Taxes it is required to file on or prior to the Effective Time or by such date will have obtained the appropriate extensions to file, and all such returns completely and accurately (or, in the case of returns becoming due after the date hereof and on or before the Effective Time, will completely and accurately) set forth the amount due of any Taxes relating to the applicable period. GoodNet has paid (or, in the case of Taxes becoming due after the date hereof and on or before the Effective Time, will have paid) in full all Taxes due on or before the Effective Time and, in the case of Taxes accruing on or before the Effective Time that are not due on or before the Effective Time, GoodNet has or will have established adequate reserves on its books and records and financial statements (including the Balance Sheet) for such payment in accordance with GAAP. GoodNet has withheld from each payment made to any of its present or former employees, officers, directors or other party all amounts required by law to be withheld and has, where required, remitted such amounts within the applicable periods to the appropriate governmental authorities. In addition, other than as set forth on Schedule 3.10, (i) The Company and each of its Subsidiaries have prepared or caused there are no assessments against GoodNet with respect to be prepared and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax Returns, in all material respects, are true and correct and that have been completed in accordance with applicable Legal Requirements. issued and are outstanding; (ii) The Company and no governmental authorities have audited or, to the knowledge of each of its Subsidiaries have timely paid all material Taxes required to be paidthe Stockholders, and paid or withheld with examined GoodNet in respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. of Taxes; (iii) Neither the Company nor GoodNet has not executed or filed any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or agreement extending the period for the of assessment or collection of any Tax. Taxes which has not yet expired by its terms; (iv) No GoodNet has not received written notification from any governmental authority of its intention to commence any audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. investigation; (v) Neither the Company GoodNet is not a party to or bound by or nor does it have any of its Subsidiaries has obligation under any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued Tax sharing or reserved on the Company Balance Sheet in accordance with GAAPTax indemnification agreement, provision or arrangement, whether formal or informal, and neither the Company nor no power of attorney, which is currently in effect, has been granted with respect to any matter relating to Taxes of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. GoodNet; and (vi) The Company has made available GoodNet is not presently required nor will it be required to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon include any property or assets adjustment in taxable income under Section 481 of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including the Tax laws of any arrangement for group or consortium relief or similar arrangement), jurisdiction) as a transferee or successor, by operation result of law, by contract, any change in method of accounting or otherwise. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. (i) The Company and each of its Subsidiaries have prepared or caused to be prepared (A) duly and timely filed or caused to be filed all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax ReturnsReturns are true, correct, and complete in all material respects, are true (B) duly and correct and have been completed in accordance with applicable Legal Requirements. (ii) The Company and each of its Subsidiaries have timely paid all material Taxes required to be paid, and paid or withheld with respect to their Employees and other third parties (and timely paid over any withheld amounts to the appropriate Taxing authorityGovernmental Entity) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheldwithheld whether or not shown as due on any Tax Return, and (C) established reserves in accordance with GAAP that are adequate for the payment of all Taxes not yet due and payable with respect to the assets and operations of the Company and each Subsidiary through the date of this Agreement. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (vii) Neither the Company nor any of its Subsidiaries has any material liabilities liability for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAPFinancials, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (viiii) The Company has made available to Parent or its legal counsel, copies of all material No deficiency for any Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) There are no Tax liens upon any property or assets of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financials. (viii) Neither the Company nor any of its Subsidiaries is, or has been at asserted, proposed, assessed or, to the Company’s Knowledge, threatened by any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does Governmental Entity against the Company or any of its Subsidiaries owe which has not been satisfied by payment, finally settled or withdrawn. (iv) No claim has been made by any amount under Governmental Entity that the Company or any such agreement of its Subsidiaries is or may be subject to any taxation by a jurisdiction in which it does not file Tax Returns, and (c) any liability for there are no outstanding requests, agreements, consents or waivers to extend the Taxes statutory period of limitations applicable to the assessment or collection of any person (other than Taxes or deficiencies of the Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (xv) There is no claim, audit, action, suit, request for ruling or determination, investigation, or administrative or court proceeding now pending, outstanding or, to the Company’s Knowledge, threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax Return of the Company or any of its Subsidiaries. (vi) No adjustment relating to any Tax Return filed by the Company or any of its Subsidiaries has been proposed by any Governmental Entity to the Company or any of its Subsidiaries or any representative thereof that remains unpaid. (vii) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing DateCode. (xiviii) Neither the Company nor any of its Subsidiaries (A) has engaged filed any disclosures under Section 6662 of the Code or comparable provisions of state, local or foreign Tax Law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Tax Return or (B) has consummated or participated in, and is not currently participating in, any transaction that was or is a “tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder and has participated in, or is currently participating in, a “listed transaction under Treas. Reg. § transaction” or a “reportable transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulations Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign Tax Law. (ix) Neither the Company nor any of its Subsidiaries (A) is a party to any Tax sharing, indemnification, allocation or similar agreement, whether or not written, or (B) has any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law including any transaction that is arrangement for group or consortium Tax relief or similar arrangement), as a transferee or successor, by contract or agreement, or otherwise. (x) Neither the same Company nor its Subsidiaries will be required to include any income or gain or exclude any deduction or loss from taxable income (A) as or substantially similar to one a result of any (I) change in method of accounting Table of Contents under Section 481(c) of the types Code (or any corresponding or similar provision of transactions that state, local or foreign Tax Law), (II) closing agreement under Section 7121 of the Internal Revenue Service has determined Code (or any corresponding or similar provision of state, local or foreign Tax Law), (III) installment sale or open transaction disposition or (IV) prepaid amount received on or prior to be a tax avoidance transaction and identified by notice, regulation, the Closing Date or other form of published guidance (B) otherwise as a listed transactionresult of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date. (xi) The Company is not and has not been a United States real property holding company within the meaning of Section 897(c)(2) of the Code. (xii) There are no Liens for Taxes upon the assets of the Company or any Subsidiary except Liens for Taxes not yet due and payable. (xiii) There is no power of attorney given by or binding upon the Company or any of its Subsidiaries with respect to Taxes for any period for which the statute of limitations (including waivers or extensions) has not yet expired. (xiv) The Company and each its Subsidiaries are in compliance in all material respects with all applicable transfer pricing Laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. (xv) Neither the Company nor any of its Subsidiaries is subject to Tax in full any country other than its country of incorporation or formation by virtue of having a permanent establishment or place of business in that country. (xvi) Section 2.6(b)(xvi) of the Company Disclosure Schedule contains a list of all jurisdictions (whether foreign or domestic) in which the Company or any of its Subsidiaries currently files a return. (xvii) The Company has made available to Parent all material Tax Returns of the Company and its Subsidiaries (whether foreign or domestic) for the last three (3) years. (xviii) The Company and its Subsidiaries are in compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, of a “Tax Incentive”)territory or non-U.S. government. (xiii) None of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Taxes, Tax Returns and Audits. (ia) The Company To the Best Knowledge of KL and each of its Subsidiaries have prepared or caused to be prepared and timely filed or caused the KL Shareholders, all Tax Returns required to be filed in respect of each of KL and the KL Subsidiaries have been duly and timely filed, have been prepared in compliance with all required applicable Laws, and are true, correct and complete in all material Tax Returns relating to any and aspects. Except as otherwise disclosed in the Disclosure Schedule, all Taxes concerning due and payable by each of KL and KL Subsidiaries, whether or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file not shown as due on such Tax Returns, and such Tax Returns, in all material respects, are true and correct and have been completed fully paid when due, or, if at the direction of the relevant Governmental Authorities, any such Taxes are not fully paid when due, such failure or failures, singly or in accordance with applicable Legal Requirementsthe aggregate, would not have a KL Material Adverse Effect. Each of KL and KL Subsidiaries has established adequate reserves on their respective books of account for all Taxes and for the liability for deferred income Taxes payable in respect of KL or any KL Subsidiary. (iib) The Company and each of its Subsidiaries have timely paid all material Taxes required to be paid, and paid There are no agreements or withheld with respect to their Employees and other third parties (and paid over to the appropriate Taxing authority) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company applications by KL or any KL Subsidiary existing for an extension of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period time for the assessment or collection payment of any Tax. (iv) No audit or other examination of any Tax Return Pre-Closing Taxes and no waivers of the Company or any statute of its Subsidiaries is presently limitations in progress, nor has the Company or any respect of its Subsidiaries been notified in writing of any request for such an audit or other examination. (v) Neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (vi) The Company has made available to Parent or its legal counsel, copies of all material Tax Returns for the Company and each of its Subsidiaries filed since the fiscal year ended December 31, 2004. (vii) Taxes. There are no Tax liens upon Liens on any property or assets of the Company Assets and Properties of KL or any Company Subsidiaries KL Subsidiary except for liens Liens for current Taxes not yet due due. Neither KL nor any KL Subsidiary has received any claim from any taxing authority in a jurisdiction in which KL or any KL Subsidiary is or may be subject to taxation and payable in which KL or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financialsany KL Subsidiary has failed to file Tax Returns required by that jurisdiction. (viiic) Neither the Company KL nor any of its Subsidiaries is, or KL Subsidiary has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ix) Neither the Company nor any of its Subsidiaries has (a) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party to or bound by any Tax sharingindemnity, indemnification Tax sharing or allocation agreement, nor does the Company or any of its Subsidiaries owe any amount under any such similar agreement and (c) neither KL nor any KL Subsidiary has any material liability for the any Taxes of any person (other than Company Person. Each of KL and KL Subsidiaries has withheld or deducted, in accordance with applicable Laws or the requirements of the relevant Governmental Authorities, all Taxes or other amounts from payments to employees, independent contractors, creditors, shareholders, or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (other Persons from which Taxes are required to be deducted or any similar provision of state, local withheld and has timely paid over such Taxes or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwiseother amounts to the appropriate Governmental Authorities to the extent due and payable. (x) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code during the two-year period immediately preceding the Closing Date. (xi) Neither the Company nor any of its Subsidiaries has engaged in a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction. (xii) The Company and each of its Subsidiaries is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”). (xiiid) None of KL, the CompanyKL Shareholders and the KL Subsidiaries expects, any Company Subsidiary orand, to the Best Knowledge of KL and the CompanyKL Shareholders, no officer or director of KL or any KL Subsidiary expects, any of the Company’s affiliates has taken or agreed authority to take assert a material claim for additional Taxes for any action that would prevent the Merger from qualifying as a reorganization within the meaning of period for which Tax Returns have been filed. Section 368(a3.07(d) of the Code. The Company is not aware Disclosure Schedule lists all the relevant Governmental Authorities in charge of taxation in which Tax Returns are filed with respect to KL or any agreement, plan KL Subsidiary and indicates those Tax Returns that have been audited or other circumstance that would prevent are currently the Merger from qualifying as a reorganization within the meaning subject of Section 368(a) of the Code.audit since January 1,

Taxes, Tax Returns and Audits. (i) The Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries have prepared or caused to be prepared (A) duly and timely filed or caused to be filed with the proper Governmental Entity all required material Tax Returns relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, taking into account any extensions of time within which to file such Tax Returns, and such Tax ReturnsReturns are true, correct, and complete in all material respects, are true (B) duly and correct and have been completed in accordance with applicable Legal Requirements. (ii) The Company and each of its Subsidiaries have timely paid all material Taxes required to be paid, and paid or withheld with respect to their Employees and other third parties (and timely paid over any withheld amounts to the appropriate Taxing authorityproper Governmental Entity) all income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheldwithheld whether or not shown as due on any Tax Return, and (C) established reserves in accordance with GAAP that are adequate for the payment of all Taxes not yet due and payable. (iii) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination. (vii) Neither the Company nor any of its Subsidiaries has any material liabilities liability for unpaid Taxes as of the date of the Company Balance Sheet which have not been accrued or reserved on the Company Balance Sheet Financials in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the date of the Company Balance Sheet other than in the ordinary course of business. (viiii) The Company No material deficiency for any Tax has made available been asserted, proposed, assessed or, to Parent or its legal counselthe Company’s Knowledge, copies of all material Tax Returns for threatened by any Governmental Entity against the Company and each or any of its Subsidiaries filed since the fiscal year ended December 31, 2004which has not been satisfied by payment or finally settled. (viiiv) There No claim has been made in writing by any Governmental Entity that the Company or any of its Subsidiaries is or may be subject to any taxation by a jurisdiction in which it does not file Tax Returns, and there are no Tax liens upon outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any property Taxes or assets deficiencies of the Company or any Company Subsidiaries except for liens for current Taxes not yet due and payable or Taxes which are being contested in good faith and for which adequate reserves have been established on the Company Financialsof its Subsidiaries. (viii) Neither the Company nor any of its Subsidiaries is, or has been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (ixv) Neither the Company nor any of its Subsidiaries has (a) ever been received a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was Company), (b) ever been a party ruling from any Governmental Entity or entered into any closing agreement with respect to any Tax sharingyear. (vi) There is no material claim, indemnification audit, action, suit, request for ruling or allocation agreementdetermination, nor does investigation, or administrative or court proceeding now pending, outstanding or, to the Company’s Knowledge, threatened against or with respect to the Company or any of its Subsidiaries owe any amount under any such agreement and (c) any liability for the Taxes in respect of any person (other than Tax Return of the Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by contract, or otherwise. (xvii) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation,” each within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (viii) Neither the Company nor any of its Subsidiaries has consummated or participated in, and is not currently participating in, any transaction that was or is a “tax shelter” transaction as defined in Sections 6662 or 6111 of the Code during or the twoTreasury Regulations promulgated thereunder and has participated in, or is currently participating in, a “reportable transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulations Section 1.6011-year period immediately preceding 4 (as in effect at the relevant time)(or any comparable Laws of any state, local or non-United States jurisdiction) or a transaction similar to a listed transaction or reportable transaction. (ix) Neither the Company nor any of its Subsidiaries has (A) ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return or any similar affiliated, combined, unitary or aggregate group for federal, state, local or non-United States Tax purposes (other than a group the common parent of which was the Company), (B) ever been a party to, had any obligation under or been bound by any Tax sharing, indemnification, allocation or similar agreement, arrangement or understanding whether or not written, pursuant to which it will have any potential liability to any Person (other than the Company or any of its Subsidiaries) or (C) any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-United States Law including any arrangement for group or consortium Tax relief or similar arrangement), as a transferee or successor, by contract or agreement, or otherwise. (x) Neither the Company nor its Subsidiaries will be required to include any income or gain or exclude any deduction or loss from taxable income (A) as a result of any (I) change in method of accounting under Section 481(c) of the Code (or any corresponding or similar provision of state, local or non-United States Tax Law) adopted before the Effective Time, (II) closing agreement under Section 7121 of the Code (or any corresponding or similar provision of state, local or non-United States Tax Law) entered into before the Effective Time, (III) installment sale or open transaction disposition entered into before the Effective Time or (IV) prepaid amount received on or prior to the Merger Closing Date or (B) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Merger Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Merger Closing Date. (xi) Neither the Company nor any of its Subsidiaries is or has engaged in been a listed transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is United States real property holding company within the same as or substantially similar to one meaning of Section 897(c)(2) of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transactionCode. (xii) There are no Liens for Taxes upon the assets of the Company or any Subsidiary except Liens for Taxes not yet due and payable. (xiii) There is no power of attorney given by or binding upon the Company or any of its Subsidiaries with respect to Taxes for any period for which the statute of limitations (including waivers or extensions) has not yet expired. (xiv) The Company and each its Subsidiaries are in compliance in all material respects with all applicable transfer pricing Laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. The prices for any property or services (or for the use of any property) provided by or to the Company or any of its Subsidiaries are arm’s length prices for purposes of all applicable transfer pricing Laws, including Treasury Regulations promulgated under Section 482 of the Code. (xv) Neither the Company nor any of its Subsidiaries is subject to Tax in full any country other than its country of incorporation or formation by virtue of having a permanent establishment or place of business in that country. (xvi) Section 2.6(b)(xvi) of the Company Disclosure Schedule contains a list of all jurisdictions (whether in the United States or outside the United States) in which the Company or any of its Subsidiaries currently files an income tax return. (xvii) The Company and its Subsidiaries are in compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (eachof a territory or non-United States government, a “Tax Incentive”). (xiii) None and the consummation of the Company, transactions contemplated by this Agreement will not have any Company Subsidiary or, to adverse effect on the Knowledge of the Company, any of the Company’s affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. The Company is not aware continued validity and effectiveness of any agreementsuch Tax exemption, plan Tax holiday or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the CodeTax reduction agreement or order.