Common use of Taxes; Tax Returns Clause in Contracts

Taxes; Tax Returns. (a) Except as otherwise disclosed on Schedule ‎3.13(a): (i) all federal income Tax Returns and other material state, local and foreign Tax Returns of the Group Companies required to have been filed with any Governmental Entity in accordance with any applicable Law have been timely and duly filed (taking into account any extensions) and are correct and complete in all material respects; (ii) all Taxes shown as due and owing by the Group Companies on the Tax Returns described in Section 3.13(a)(i), and all other material Taxes due and owing have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements; (iii) as of the date hereof, there are no extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies are due to be filed; (iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the Company, threatened, in each case, as of the date hereof; (vi) the Group Companies have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Person; (vii) there are no outstanding waivers or agreements by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof; (viii) there are no Liens for Taxes against any asset of a Group Company (other than Permitted Liens); (ix) no Group Company is a party to any Tax allocation, Tax indemnity, or Tax sharing agreement under which a Group Company will have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes); (x) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or has participated in any “reportable transaction” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) no Group Company will be required to include any material adjustment in taxable income for any Post-Closing Tax Period under Section 481 of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period, (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installments, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; (xiv) no Group Company has any liability for Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), or as transferee or successor, by contract or otherwise; (xv) no Group Company is or has been, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; and (xvi) MPI Research, Inc. (and any predecessor of MPI Research, Inc.) was a validly electing S corporation, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016. MPI Research, Inc. has no potential liability for any Tax under Section 1374 of the Code or any similar provisions of state or local law. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016. (b) The representations and warranties made in this Section 3.13 (other than Section 3.13(a)(ix) and (xii)) refer only to the past activities of the Group Companies and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing Tax Period. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties by the Group Companies with respect to Taxes.

Taxes; Tax Returns. (a) Except as otherwise disclosed on Schedule ‎3.13(a3.13(a): (i) all federal federal, state and local income Tax Returns and all other material state, local and foreign Tax Returns of the Group Companies required to have been filed with any Governmental Entity in accordance with any applicable Law have been timely and duly filed (taking into account any extensions) and are correct and complete in all material respects; (ii) all Taxes shown as due and owing by the Group Companies that are reflected on the Tax Returns described in Section 3.13(a)(i), and all other material Taxes due and owing by the Group Companies have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements; (iii) as of the date hereof, there are no not now any extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies were or are due to be filed; (iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no material assertions for claims for additional Taxes or material proposals or material deficiencies for any Taxes of a Group Company have been made since January 1, 2012 or are currently outstanding, proposed or, to the Knowledge of the Company, threatened, and no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the Company, threatened, in each case, as of the date hereof; (vi) the Group Companies have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Person; (vii) there are no outstanding waivers or agreements by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof; (viii) there are no Liens for Taxes against any asset of a Group Company (other than Permitted LiensLiens for Taxes which are not yet due and payable); (ix) no Group Company is a party to any Tax allocation, Tax indemnity, or Tax sharing agreement under which a Group Company will have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes); (x) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or has participated in any “reportable transaction,” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) since the end of the last period for which the Group Companies ordinarily recorded items on their respective books, no Group Company has engaged in any transaction, or taken any other action, o ther than in the Ordinary Course, that would impact any Tax asset or Tax Liability of the Group Companies and (B) no Group Company will be required to include any material adjustment in taxable income for any Post-a period after the Closing Tax Period under Section 481 of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period, (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in Date taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required period prior to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installments, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 all material Taxes of the CodeGroup Companies for all Pre-Closing Tax Periods that are due and payable before the Closing Date have been or will be timely paid, except for Taxes being contested in good faith through appropriate proceedings and for which adequate provision has been made in accordance with GAAP on the Financial Statements; (xiv) no None of the Group Company Companies has any liability for Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign non-U.S. Law), or ) as transferee or successor, by contract or otherwise;; and (xv) no The Group Company is or has beenCompanies have (A) followed applicable transfer pricing rules, during the applicable period specified in under Section 897(c)(1)(A)(ii) 482 of the CodeCode and analogous provisions in all relevant jurisdictions, a United States real property holding corporation within in determining the meaning pricing and terms of Section 897(c)(2all intercompany and related party transactions, (B) of the Code; anddetermined and paid all applicable Taxes in accordance with applicable transfer pricing rules, and (C) maintained and continue to maintain adequate documentation at all times supporting their transfer pricing policies consistent with documentary and substantiation requirements in all relevant jurisdictions. (xvi) MPI Research, Inc. (and any predecessor of MPI Research, Inc.) was a validly electing S corporation, within Each Company Subsidiary incorporated or resident in France has maintained its records in compliance with the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since Carrez Amendment as it was formed up relates to and including January 26, 2016. MPI Research, Inc. has no potential liability Tax deductions for any Tax under Section 1374 of the Code or any similar provisions of state or local law. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016interest expense in France. (b) The representations and warranties made Schedule 3.13(b) contains a list of all jurisdictions in this Section 3.13 (other than Section 3.13(a)(ix) and (xii)) refer only to the past activities of which the Group Companies and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing file Tax PeriodReturns. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties by the Group Companies with respect to Taxes.

Taxes; Tax Returns. As of the Closing Date: (a) Except In connection with, or relating to, Seller's operation of the Business, and except as otherwise disclosed on set forth in Schedule ‎3.13(a4.5(a): (i) all federal income Tax Returns and other material state, local and foreign Tax Returns of the Group Companies required to have been be filed with any Governmental Entity Authority with respect to any Pre-Closing Date Tax Period by or on behalf of Seller, have been or will be, to the extent required to be filed on or before the date hereof, filed when due in accordance with any all applicable Law Governmental Requirements; (ii) all such Tax Returns are, or will be at the time of filing, true, complete, and accurate in all material respects; (iii) all material Taxes shown as due and payable on the Tax Returns that have been filed have been timely paid, or withheld and duly filed remitted to the appropriate Governmental Authority; (taking into account iv) the charges, accruals and reserves for Taxes with respect to Seller for any extensionsPre-Closing Date Tax Period (including any Pre-Closing Date Tax Period for which no Tax Return has yet been filed) and reflected on the books of Seller (excluding any provision for deferred income taxes) are correct adequate to cover such Taxes in all material respects; (v) Seller is not delinquent in the payment of any material Tax; (vi) Seller has not granted any extension or waiver of the statute of limitations period applicable to any Tax Return, which period (after giving effect to such extension or waiver) has not yet expired; (vii) there is no claim, audit, action, suit, proceeding or investigation now pending or, to Seller's knowledge, threatened against or with respect to Seller in respect of any Tax or Tax Return; (viii) all information set forth in the Certified Financial Statements relating to any Tax asset or any Tax matters is true and complete in all material respects; (iiix) all Taxes shown as due and owing by the Group Companies on Seller has not entered into any agreement or arrangement with any Governmental Authority with regard to the Tax Returns described in Section 3.13(a)(i), and all other material Taxes due and owing have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect liability of such Taxes has been made in accordance with GAAP on the Company’s Financial StatementsSeller; (iiix) as Seller has not participated in or cooperated with an international boycott within the meaning of Section 999 of the date hereof, there are no extensions of time currently Code nor has been requested to do so in effect connection with respect to the dates on which any Tax Returns of the Group Companies are due to be filed;transaction or proposed transaction; and (ivxi) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the Company, threatened, in each case, as of the date hereof; (vi) the Group Companies have Seller has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, or other Person; (vii) there are no outstanding waivers or agreements by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof; (viii) there are no Liens for Taxes against any asset of a Group Company (other than Permitted Liens); (ix) no Group Company is a party to any Tax allocation, Tax indemnity, or Tax sharing agreement under which a Group Company will have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes); (x) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or has participated in any “reportable transaction” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) no Group Company will be required to include any material adjustment in taxable income for any Post-Closing Tax Period under Section 481 of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period, (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installments, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; (xiv) no Group Company has any liability for Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), or as transferee or successor, by contract or otherwise; (xv) no Group Company is or has been, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; and (xvi) MPI Research, Inc. (and any predecessor of MPI Research, Inc.) was a validly electing S corporation, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016. MPI Research, Inc. has no potential liability for any Tax under Section 1374 of the Code or any similar provisions of state or local law. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016third party. (b) The representations and warranties made Schedule 4.5(b) contains a list of all jurisdictions (whether foreign or domestic) to which any Tax is paid by Seller in this Section 3.13 (other than Section 3.13(a)(ix) and (xii)) refer only to the past activities of the Group Companies and are not intended to serve as representations connection with, or relating to, or a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing Tax Periodthe Business. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties by the Group Companies with respect to Taxes.

Taxes; Tax Returns. (a) Except For periods commencing on or after January 1, 2008, except as otherwise disclosed set forth on Schedule ‎3.13(a): 3.9(a): (i) all federal income material Tax Returns and other material state, local and foreign Tax Returns of the Group Companies required to have been be filed with by or on behalf of any Governmental Purchased Entity in accordance with any applicable Law have been timely and duly filed filed; (taking into account any extensionsii) and all such Tax Returns are true, correct and complete in all material respects; ; (iiiii) all material Taxes (shown as due and owing by the Group Companies on the such Tax Returns described in Section 3.13(a)(i), and all other material Taxes or otherwise) due and owing payable by any Purchased Entity have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements; paid; (iiiiv) as of the date hereof, there are no extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies are due to be filed; (iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the CompanySeller Parties, threatened, in each case, as threatened actions or proceedings for the assessment or collection of the date hereof; (vi) the Group Companies have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to against any employee, independent contractor, creditor, stockholder or other Person; Purchased Entity; (viiv) there are no outstanding waivers Liens for any material Taxes on any assets of any Purchased Entity other than liens for Taxes not yet due or agreements payable or which a Seller Party or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.9(a); (vi) to the Knowledge of the Seller Parties, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof; Purchased Entities that any such Purchased Entity is or may be subject to taxation by that jurisdiction; (viii) there are no Liens for Taxes against any asset of a Group Company (other than Permitted Liens); (ixvii) no Group Company Purchased Entity is a party to any a Tax allocation, Tax indemnity, allocation or Tax sharing agreement under which a Group Company will have any liability after the Closing or similar agreement; (excluding commercial agreements the primary subject of which is not Taxes); (xviii) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or Purchased Entity has participated in any “reportable listed transaction” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) no Group Company will be required to include any material adjustment in taxable income for any Post-Closing Tax Period under Section 481 of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period, (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installments, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; (xiv) no Group Company has any liability for Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), or as transferee or successor, by contract or otherwise; (xv) no Group Company is or has been, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Treasury Regulations Section 897(c)(21.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited by any of the Code; Purchased Entities, have been timely withheld, collected or deposited and (xvi) MPI Research, Inc. (to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and any predecessor of MPI Researchall federal, Inc.) was a validly electing S corporation, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local lawincome, at all times since it was formed up gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or estimated, including any interest, penalty, or addition thereto, whether disputed or not and “Tax Return” or “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including January 26any amendment thereof, 2016. MPI Research, Inc. has no potential liability for any required to be filed with a Tax under Section 1374 of the Code or any similar provisions of state or local law. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016Authority. (b) The representations and warranties made in this Section 3.13 (other than Section 3.13(a)(ix) and (xii)) refer only to the past activities of the Group Companies and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing Tax Period. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties by the Group Companies with respect to Taxes.

Taxes; Tax Returns. (a) Except as otherwise disclosed set forth on Schedule ‎3.13(a): 3.9(a): (i) all federal income and any other material Tax Returns and other material state, local and foreign Tax Returns of the Group Companies required to have been be filed with by or on behalf of any Governmental Equity Entity in accordance with any applicable Law have been timely and duly filed filed; (taking into account any extensionsii) and all such Tax Returns are true, correct and complete in all material respects; ; (iiiii) all Taxes (shown as due and owing by the Group Companies on the such Tax Returns described in Section 3.13(a)(i), and all other material Taxes or otherwise) due and owing payable by any Equity Entity have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements; paid; (iiiiv) as of the date hereof, there are no extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies are due to be filed; (iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the CompanySeller Parties, threatenedthreatened actions or proceedings, in each caseexaminations, as or audits for the assessment or collection of the date hereof; (vi) the Group Companies have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to against any employee, independent contractor, creditor, stockholder or other Person; Equity Entity; (viiv) there are no outstanding waivers Liens for any material Taxes on any Property or agreements any other assets of any Equity Entity other than liens for Taxes not yet due or payable; (vi) no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof; Equity Entities that any such Equity Entity is or may be subject to taxation by that jurisdiction; (vii) no Equity Entity is a party to a Tax allocation or sharing agreement or similar agreement; (viii) there are no Liens for Taxes against Equity Entity has participated in any asset "listed transaction" within the meaning of a Group Company (other than Permitted LiensTreasury Regulations Section 1.6011-4(b)(2); ; (ix) no Group Company is a party to any Tax allocation, Tax indemnity, or Tax sharing agreement under which a Group Company will have any liability after the Closing Equity Entity (excluding commercial agreements the primary subject of which is not Taxes); (xA) no Group Company has ever been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or has participated in any “reportable transaction” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) no Group Company will be required to include any material adjustment in taxable income for any Post-Closing Tax Period under Section 481 of the Code (or any similar provision of the Tax laws of consolidated or unitary returns under any jurisdictionstate, local or foreign law) as a result of a change in method of accounting for a Pre-Closing Tax Period, or (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installments, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; (xiv) no Group Company has any liability for the Taxes of any Person (other than a Group Companysuch company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (x) no Equity Entity 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 any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law), income Tax law) executed on or as transferee prior to the Closing Date; (C) intercompany transactions or successor, by contract or otherwise; (xv) no Group Company is or has been, during the applicable period specified any excess loss account described in Treasury Regulations under Section 897(c)(1)(A)(ii) 1502 of the CodeCode (or any corresponding or similar provision of state, a United States real property holding corporation within local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the meaning of Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) election under Section 897(c)(2108(i) of the Code; and (xvixi) MPI Research, Inc. (and any predecessor of MPI Research, Inc.) was a validly electing S corporationno Equity Entity has, within the meaning of Sections 1361 and 1362 two years preceding the Closing Date, been either a "distributing corporation" or a "controlled corporation" in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code and (or any corresponding or similar provisions provision of state state, local or local foreign income Tax law) is applicable; (xii) no Equity Entity is subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business in that country; (xiii) each Equity Entity is in material compliance with all applicable transfer pricing laws (including, at all times since it was formed up to and including January 26without limitation, 2016. MPI Research, Inc. has no potential liability for any Tax under Section 1374 482 of the Code Code) and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology to the extent required by such laws; (xiv) all material Taxes required to be withheld, collected or deposited by any of the Equity Entities, have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority; and (xv) no Equity Entity is liable for the Taxes of any third party or has any secondary liability resulting from a breakup or exit from a tax group or tax consolidation or any similar provisions other group relief and / or loss surrender arrangement of state or local lawwhich it is a member prior to Closing. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016. (b) The representations and warranties made Nothing in this Section 3.13 (other than Section 3.13(a)(ix3.9(a) and (xii)) refer only shall be deemed to the past activities of the Group Companies and are not intended to serve as representations to, or be a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing Tax Period. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties by the Group Companies representation with respect to Taxesany Transfer Taxes described in Section 5.5.

Taxes; Tax Returns. (a) Except as otherwise disclosed set forth on Schedule ‎3.13(a): 3.9(a): (i) all federal income and any other material Tax Returns and other material state, local and foreign Tax Returns of the Group Companies required to have been be filed with by or on behalf of any Governmental Equity Entity in accordance with any applicable Law have been timely and duly filed filed; (taking into account any extensionsii) and all such Tax Returns are true, correct and complete in all material respects; ; (iiiii) all Taxes (shown as due and owing by the Group Companies on the such Tax Returns described in Section 3.13(a)(i), and all other material Taxes or otherwise) due and owing payable by any Equity Entity have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements; paid; (iiiiv) as of the date hereof, there are no extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies are due to be filed; (iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending or, to the Knowledge of the CompanySeller Parties, threatenedthreatened actions or proceedings, in each caseexaminations, as or audits for the assessment or collection of the date hereof; (vi) the Group Companies have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to against any employee, independent contractor, creditor, stockholder or other Person; Equity Entity; (viiv) there are no outstanding waivers Liens for any material Taxes on any Property or agreements any other assets of any Equity Entity other than liens for Taxes not yet due or payable; (vi) no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any Group Company for the extension of time for the assessment of any material Taxes or any material deficiency thereof, in each case, as of the date hereof; Equity Entities that any such Equity Entity is or may be subject to taxation by that jurisdiction; (vii) no Equity Entity is a party to a Tax allocation or sharing agreement or similar agreement; (viii) there are no Liens for Taxes against Equity Entity has participated in any asset “listed transaction” within the meaning of a Group Company (other than Permitted LiensTreasury Regulations Section 1.6011-4(b)(2); ; (ix) no Group Company is a party to any Tax allocation, Tax indemnity, or Tax sharing agreement under which a Group Company will have any liability after the Closing Equity Entity (excluding commercial agreements the primary subject of which is not Taxes); (xA) no Group Company has ever been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or has participated in any “reportable transaction” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) no Group Company will be required to include any material adjustment in taxable income for any Post-Closing Tax Period under Section 481 of the Code (or any similar provision of the Tax laws of consolidated or unitary returns under any jurisdictionstate, local or foreign law) as a result of a change in method of accounting for a Pre-Closing Tax Period, or (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installments, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; (xiv) no Group Company has any liability for the Taxes of any Person (other than a Group Companysuch company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (x) no Equity Entity 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 any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law), income Tax law) executed on or as transferee prior to the Closing Date; (C) intercompany transactions or successor, by contract or otherwise; (xv) no Group Company is or has been, during the applicable period specified any excess loss account described in Treasury Regulations under Section 897(c)(1)(A)(ii) 1502 of the CodeCode (or any corresponding or similar provision of state, a United States real property holding corporation within local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the meaning of Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) election under Section 897(c)(2108(i) of the Code; and (xvixi) MPI Research, Inc. (and any predecessor of MPI Research, Inc.) was a validly electing S corporationno Equity Entity has, within the meaning of Sections 1361 and 1362 two years preceding the Closing Date, been either a “distributing corporation” or a “controlled corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code and (or any corresponding or similar provisions provision of state state, local or local foreign income Tax law) is applicable; (xii) no Equity Entity is subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business in that country; (xiii) each Equity Entity is in material compliance with all applicable transfer pricing laws (including, at all times since it was formed up to and including January 26without limitation, 2016. MPI Research, Inc. has no potential liability for any Tax under Section 1374 482 of the Code Code) and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology to the extent required by such laws; (xiv) all material Taxes required to be withheld, collected or deposited by any of the Equity Entities, have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority; and (xv) no Equity Entity is liable for the Taxes of any third party or has any secondary liability resulting from a breakup or exit from a tax group or tax consolidation or any similar provisions other group relief and / or loss surrender arrangement of state or local lawwhich it is a member prior to Closing. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016. (b) The representations and warranties made Nothing in this Section 3.13 (other than Section 3.13(a)(ix3.9(a) and (xii)) refer only shall be deemed to the past activities of the Group Companies and are not intended to serve as representations to, or be a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing Tax Period. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties by the Group Companies representation with respect to Taxesany Transfer Taxes described in Section 5.5.

Taxes; Tax Returns. (a) Except as otherwise disclosed set forth on Schedule ‎3.13(a): the Disclosure Schedule, the Company has duly and timely filed in correct form all federal, state and local information returns and tax returns required to be filed by it on or prior to the date hereof (i) all federal income Tax Returns and other material state, local and foreign Tax Returns such returns to the Knowledge of the Group Companies required to have been filed with any Governmental Entity in accordance with any applicable Law have been timely and duly filed (taking into account any extensions) and are correct Company being accurate and complete in all material respects; (ii) all Taxes shown as due and owing by the Group Companies on the Tax Returns described in Section 3.13(a)(i), and all other material Taxes due and owing have been timely paid in full, or, if such Taxes have not been paid in full, an adequate provision in respect of such Taxes has been made in accordance with GAAP on the Company’s Financial Statements; (iii) as of the date hereof, there are no extensions of time currently in effect with respect to the dates on which any Tax Returns of the Group Companies are due to be filed; (iv) all material deficiencies asserted as a result of any examination of any Tax Return of a Group Company have been paid in full, accrued on the books of the Group Companies or finally settled, in each case, as of the date hereof; (v) no audit, investigation, contest, litigation or other proceeding with or against any Governmental Entity with respect to Taxes of a Group Company is currently underway, pending orand, to the Knowledge of the Company, threatenedhas duly paid or made provision for the payment of all taxes and other governmental charges which have been incurred or are due or claimed to be due from them by any Governmental Authority (including, without limitation, those due in each caserespect of their properties, as income, business, capital stock, franchises, licenses, sales and payrolls) other than taxes or other charges (i) which are not yet delinquent, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Company. The liabilities and reserves for taxes in the Company Financial Statements are sufficient to the best of the date hereof; (vi) Company's Knowledge in the Group Companies have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Person; (vii) there are no outstanding waivers or agreements by or on behalf of any Group Company aggregate for the extension payment of time all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed or accrued, for the assessment of any material Taxes or any material deficiency thereofperiod ended December 31, in each case, as of the date hereof; (viii) there are no Liens for Taxes against any asset of a Group Company (other than Permitted Liens); (ix) no Group Company is a party to any Tax allocation, Tax indemnity2002, or Tax sharing agreement under which a Group Company will have any liability after the Closing (excluding commercial agreements the primary subject of which is not Taxes); (x) no Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was the Company); (xi) no Group Company is a party to any understanding or arrangement described in Section 6662(d)(2)(C)(ii) of the Code or has participated in any “reportable transaction” (other than a “loss transaction”) as defined in Treasury Regulation Section 1.6011-4(b); (xii) (A) no Group Company will be required to include any material adjustment in taxable income for any Post-Closing Tax Period under Section 481 of the Code (year or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period, (B) none of the Group Companies will be required to include for a Post-Closing Tax Period a material item of income in taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any material item of income that would be includible in taxable income of a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code), (C) none of the Group Companies will be required to forego a material item of deduction from taxable income in a Post-Closing Tax Period with respect to an item of expense that was economically borne in a Post-Closing Tax Period, (D) no Group Company has made an election under Section 965(h) of the Code to pay the “net tax liability,” as defined therein, in installmentsperiod prior thereto, and (E) there are no closing agreements or similar agreements or arrangements with any Tax authority with regard to for which the determination of the Tax liability of any Group Company that will have material continuing effect on any Tax period (or portion thereof) ending after the Closing Date; (xiii) during the past two years, no Group Company was a distributing corporation or a controlled corporation may be liable in a transaction intended to be governed by Section 355 of the Code; (xiv) no Group Company has any liability for Taxes of any Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), its own right or as transferee or successor, by contract or otherwise; (xv) no Group Company is or has been, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Codeassets of, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; and (xvi) MPI Researchor successor to, Inc. (and any predecessor of MPI Research, Inc.) was a validly electing S corporation, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state person, association, partnership, joint venture or local law, at all times since it was formed up to and including January 26, 2016. MPI Research, Inc. has no potential liability for any Tax under Section 1374 of the Code or any similar provisions of state or local law. Jasper Research, Inc. was a qualified subchapter S subsidiary, within the meaning of Sections 1361 and 1362 of the Code and any similar provisions of state or local law, at all times since it was formed up to and including January 26, 2016other entity. (b) The representations and warranties made in this Section 3.13 (other than Section 3.13(a)(ix) and (xii)) refer only to To the past activities Knowledge of the Group Companies Company, (i) proper and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon with respect to, or give rise to any claim for, Taxes attributable to any Post-Closing Tax Period. (c) The representations and warranties set forth in this Section 3.13 and Section 3.17 shall constitute the only representations and warranties accurate amounts have been withheld by the Group Companies Company from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local returns which are accurate and complete in all material respects have been filed by the Company for all periods for which returns were due with respect to Taxesincome tax withholding, Social Security and unemployment taxes and (iii) the amounts shown on such returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Company in the most recent Company Financial Statements.