Common use of Taxes Clause in Contracts

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (a) Each of EOP PFS and the EOP PFS Subsidiaries (i) that are at least 80 percent owned by PFS are members of the same affiliated group within the meaning of Code Section 1504(a). PFS has duly filed all Tax federal, state and material local tax returns and reports required to be filed by it or with respect to PFS and each Significant Subsidiary of PFS on or prior to the Closing Date, taking into account any extensions (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are returns, to the Knowledge of PFS, being accurate and complete correct in all material respects) and has duly paid or made provisions for the payment of all material federal, state and local taxes which have been incurred by or are due or claimed to be due from PFS and any Significant Subsidiary of PFS by any taxing authority or pursuant to any written tax sharing agreement on or prior to the Closing Date other than taxes or other charges which (i) are not delinquent, (ii) has paid (are being contested in good faith, or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) have not yet been fully determined. As of the date of this Agreement, PFS has complied in all material respects with all applicable lawsreceived no notice of, rules and regulations relating to the payment and withholding Knowledge of Taxes (includingPFS, without limitationthere is no audit examination, withholding of Taxes pursuant to Sections 1441deficiency assessment, 1442, 1445, 3121, and 3402 of the Code tax investigation or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, refund litigation with respect to all any taxes of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP PFS or any of the EOP its Significant Subsidiaries, and no requests for waivers claim has been made by any authority in a jurisdiction where PFS or any of its Significant Subsidiaries do not file tax returns that PFS or any such Significant Subsidiary is subject to taxation in that jurisdiction. Except as set forth in PFS DISCLOSURE SCHEDULE 5.7, PFS and its Significant Subsidiaries have not executed an extension or waiver of any statute of limitations on the assessment or collection of any material tax due that is currently in effect. PFS and each of its Significant Subsidiaries has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and PFS and each of its Significant Subsidiaries, to the Knowledge of PFS, has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the time to assess any such Taxes are pendingCode and similar applicable state and local information reporting requirements.

Taxes. (a) Each of EOP and Except for such instances as would not, individually or in ----- the EOP Subsidiaries aggregate, be reasonably likely to have a Parent Material Adverse Effect: (i) has Parent and its Subsidiaries have filed completely and correctly in all material respects all Tax returns and reports Returns which are required by all applicable laws to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)them, and have paid, or made adequate provision for the payment of, all such returns material Taxes which have or may become due and reports are accurate payable pursuant to said Tax Returns and complete all other Taxes, governmental charges and assessments received to date other than those Taxes being contested in good faith for which adequate provision has been made on the most recent consolidated balance sheet of Parent set forth in the Parent Reports. The Tax Returns of Parent and its Subsidiaries have been prepared, in all material respects, in accordance with all applicable laws and generally accepted principles applicable to taxation consistently applied; (ii) all material Taxes which Parent and its Subsidiaries are required by law to withhold and collect have been duly withheld and collected, and have been paid over, in a timely manner, to the proper taxing authorities to the extent due and payable; (iii) Parent and its Subsidiaries have not executed any waiver to extend, or otherwise taken or failed to take any action that would have the effect of extending, the applicable statute of limitations in respect of any Tax liabilities of Parent or any of its Subsidiaries for the fiscal years prior to and including the most recent fiscal year; (iv) neither Parent nor any of its Subsidiaries is a "consenting corporation" within the meaning of Section 341(f) of the Code; (v) Parent has paid at all times been taxable as a Subchapter C corporation under the Code; (vi) Parent has never been a member of any consolidated group (other than with Parent and its Subsidiaries) for Tax purposes; (vii) Parent is not a party to any tax sharing agreement or EOP has paid arrangement, other than with its Subsidiaries; (viii) no liens for Taxes exist with respect to any of the assets or properties of Parent, except for statutory liens for Taxes not yet due or payable or that are being contested in good faith; (ix) all of the U.S. Federal income Tax Returns filed by or on behalf of each of Parent and its behalfSubsidiaries have been examined by and settled with the Internal Revenue Service, or the statute of limitations with respect to the relevant Tax liability expired, for all taxable periods through and including the period ending on the date on which the Effective Time occurs; (x) all Taxes shown on such returns due with respect to any completed and reports as required settled audit, examination or deficiency litigation with any taxing authority have been paid in full; (xi) there is no audit, examination, deficiency, or refund litigation pending with respect to be paid by it any Taxes and (iii) during the past three years no taxing authority has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 given written notice of the Code commencement of any audit, examination or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, exceptdeficiency litigation, with respect to all any Taxes; (xii) neither Parent nor any of the foregoingits Subsidiaries is bound by any currently effective private ruling, where the failure closing agreement or similar agreement with any taxing authority relating to file such tax returns or reports or failure a material amount of Taxes; (xiii) except with respect to pay such Taxes or failure like-kind exchanges pursuant to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 Section 1031 of the Code, including without limitation Parent shall not be required to include in a taxable period ending after the Effective Time, any taxable income attributable to income that economically accrued in a prior taxable period as a result of Section 481 of the Code, the installment method of accounting or any comparable provision of state or local Tax arising from law; (xiv) (A) no material amount of property of Parent is "tax exempt property" within the meaning of Section 168(h) of the Code, (B) no material amount of assets of Parent is subject to a prohibited transaction described in lease under Section 857(b)(67701(h) of the Code, and neither EOP nor any EOP Subsidiary has incurred (C) Parent is not a party to any material liability for Taxes other than lease made pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect prior to the ordinary course date of business. No event has occurredenactment of the Tax Equity and Fiscal Responsibility Act of 1982; and (xv) immediately following the Merger, and no condition or circumstance exists, which presents a material risk that Parent will not have any material Tax described in the preceding sentence will be imposed upon EOP amount of income or gain that has been deferred under Treasury Regulation Section 1.1502-13, or any EOP Subsidiary. Neither EOP nor any EOP material excess loss account in a Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingunder Treasury Regulation Section 1.1502-19.

Taxes. (a) Each Medicus and each of EOP its subsidiaries, and the EOP Subsidiaries (i) any consolidated, combined, unitary or aggregate group for Tax purposes of which Medicus or any of its subsidiaries is or has been a member have timely filed all Tax returns and reports Returns required to be filed by it it, have paid all Taxes shown thereon to be due and has provided adequate accruals in accordance with generally accepted accounting principles in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax returns. Except as disclosed in the SEC Documents, (after giving effect to i) no material claim for Taxes has become a lien against the property of Medicus or any filing extension properly granted by a Governmental Entity having authority to do so), of its subsidiaries or is being asserted against Medicus or any of its subsidiaries other than liens for Taxes not yet due and all such returns and reports are accurate and complete in all material respectspayable, (ii) no audit of any Tax Return of Medicus or any of its subsidiaries is being conducted by a Tax authority, (iii) no extension of the statute of limitations on the assessment of any Taxes has paid been granted by Medicus or any of its subsidiaries and is currently in effect, and (iv) there is no agreement, contract or arrangement to which Medicus or any of its subsidiaries is a party that may result in the payment of any amount that would not be deductible by reason of Sections 280G, 162 or 404 of the Code. Medicus has not been and will not be required to include any material adjustment in Taxable income for any Tax period (or EOP has paid portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Merger. Neither Medicus nor any of its subsidiaries is a party to any tax sharing or tax allocation agreement nor does Medicus or any of its subsidiaries owe any amount under any such agreement. For purposes of this Agreement, the following terms have the following meanings: "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means (i) any net income, alternative or add-on its behalfminimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Entity (a "Tax Authority") all Taxes shown on responsible for the imposition of any such returns and reports tax (domestic or foreign), (ii) any liability for the payment of any amounts of the type described in (i) as required to be paid by it a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to any liability for the payment and withholding of Taxes any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person. As used herein, "Tax Return" shall mean any return, statement, report or form (including, without 18 limitation,) estimated Tax returns and reports, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, Tax returns and 3402 of the Code or similar provisions under any foreign laws) reports and has, within the time period prescribed by law, withheld information reports and paid over to the proper governmental entities all amounts returns required to be so withheld and paid over under applicable laws and regulations, except, filed with respect to Taxes. Medicus and each of its subsidiaries are in full compliance with all terms and conditions of any Tax exemptions or other Tax-sharing agreement or order of a foreign government and the consummation of the foregoing, where Merger shall not have any adverse effect on the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP continued validity and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject effectiveness of any audit, examination, such Tax exemptions or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination Tax-sharing agreement or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingorder.

Taxes. The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax (aas defined below) Each purposes of EOP which the Company or any of its Subsidiaries is or has been a member, have properly completed and the EOP Subsidiaries (i) has timely filed all Tax returns and reports Returns required to be filed by it them and have paid all Taxes shown thereon to be due. All unpaid taxes of the Company and its Subsidiaries for periods through the Company Balance Sheet Date are reflected on the Company Balance Sheet. The Company has no liability for unpaid Taxes accruing after the Company Balance Sheet Date other than Taxes arising in the ordinary course of its business subsequent to the Company Balance Sheet Date. There is (after giving effect to i) no material claim for Taxes that is a lien against the property of the Company or any filing extension properly granted by a Governmental Entity having authority to do so), of its Subsidiaries or is being asserted against the Company or any of its Subsidiaries other than liens for Taxes not yet due and all such returns and reports are accurate and complete in all material respects, payable; (ii) has paid (no audit of any Tax Return of the Company or EOP has paid on any of its behalf) all Taxes shown on such returns and reports as required to be paid Subsidiaries that is being conducted by it a Tax authority; and (iii) no extension of the statute of limitations on the assessment of any Taxes that has complied been granted by the Company or any of its Subsidiaries and that is currently in all effect. Neither the Company nor any of its Subsidiaries has been or will be required to include any material respects with all applicable lawsadjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Internal Revenue Code or any comparable provision under state or foreign Tax laws solely as a result of transactions, rules and regulations relating events or accounting methods employed prior to the Merger other than as reported in the Tax Returns that have been provided to Parent. The Company has not been distributed in a transaction qualifying under Section 355 of the Internal Revenue Code within the last two years, nor has Company distributed any corporation in a transaction qualifying under Section 355 of the Internal Revenue Code within the last two years. There is no agreement, plan or arrangement to which Company or any of its Subsidiaries is a party, including this Agreement, covering any employee or former employee of Company or any of its Subsidiaries that, individually or collectively, would be reasonably likely to give rise to the payment and withholding of Taxes (including, without limitation, withholding of Taxes any amount that would not be deductible pursuant to Sections 1441Section 280G, 1442, 1445, 3121, and 3402 404 or 162(m) of the Code Internal Revenue Code. There is no contract, agreement, plan or similar provisions under arrangement to which Company is a party or by which it is bound to compensate any foreign laws) individual for excise taxes pursuant to Section 4999 of the Internal Revenue Code. The Company and has, within the time period prescribed by law, each of its Subsidiaries have withheld or collected and paid over to the proper governmental entities appropriate Tax Authorities (or are properly holding for such timely payment) all amounts Taxes required by law to be so withheld and paid over or collected. Neither the Company nor any of its Subsidiaries has filed or will file any consent to have the provisions of paragraph 341(f)(2) of the Internal Revenue Code (or comparable provisions of any state Tax laws) apply to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, nor does the Company or any of its Subsidiaries have any liability under, any Tax sharing or Tax allocation agreements. Neither the Company nor any of its Subsidiaries has filed any disclosures under applicable laws and regulationsSection 6662 of the Internal Revenue Code or comparable provisions of state, except, local or foreign law to prevent the imposition of penalties with respect to all any Tax reporting position taken on any Tax Return. Neither the Company nor any of its Subsidiaries has refrained from filing any disclosures under Section 6662 of the foregoingInternal Revenue Code or comparable provisions of state, where local or foreign law to prevent the failure imposition of penalties with respect to file such tax returns any Tax reporting position taken on any Tax Return based on or reports in substantial reliance on advice of outside counsel or failure to pay such Taxes other consultants. Neither the Company nor any of its Subsidiaries has ever been a United States real property holding corporation within the meaning of Section 897 of the Internal Revenue Code. Neither the Company nor any of its Subsidiaries has ever been a member of a consolidated, combined or failure to comply with such requirements would unitary group of which the Company was not reasonably be expected to have an EOP Material Adverse Effectthe ultimate parent corporation. The most recent audited financial statements contained Company and each of its Subsidiaries have in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies their possession receipts for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time paid to assess any such Taxes are pendingforeign Tax authorities.

Taxes. Except as set forth on Schedule 4.10: (a) Each of EOP and the EOP Subsidiaries (i) has filed all material Tax returns and reports Returns that are required to be filed on or before the Closing Date by it each Acquired Company have been or will have been duly and timely filed, (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and b) all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalfc) all Taxes that are shown to be due on such returns Tax Returns and reports all other Taxes whether or not shown as required due on such Tax Returns (including estimated Tax payments) that are due and owing have been or will have been timely paid in full or have been or will be adequately reserved, (d) all material withholding Tax requirements and information reporting requirements imposed on the Acquired Companies have been satisfied in all material respects, (e) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to be paid by it a Tax assessment or deficiency, (f) (A) there are no pending or active audits or legal proceedings involving Tax matters or, to Seller’s Knowledge, threatened audits or proposed deficiencies or other Claims for unpaid Taxes of the Acquired Companies and (iiiB) any deficiency resulting from any completed audit or examination relating to Taxes by any Taxing Authority has been timely paid, (g) there are no liens for Taxes upon any of the Assets of the Acquired Companies, except for statutory Encumbrances for Taxes or other charges or assessments not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings, (h) none of the Acquired Companies (A) is a party to or has any liability under any Tax sharing, Tax indemnification or similar agreement, or (B) has any liability for Taxes of any other Person (including liability as a transferee or successor, liability by contract or otherwise, or liability under Treasury Regulations Section 1.1502-6 or any corresponding provision of income Tax Law), (i) (A) each of the Company, La Frontera Generation, and FPLE Xxxxxx Pipeline is classified as an entity disregarded as separate from its owner for federal income Tax purposes, and (B) each of FPLE Xxxxxx and Xxxxx is classified as a corporation for federal income Tax purposes, (j) no claim has been made by any Taxing Authority (domestic or foreign) in any jurisdiction where the Acquired Companies do not file Tax Returns that any such entity (or its owner for Tax purposes in the case of a disregarded entity) may be subject to Tax by that jurisdiction, (k) each of the Acquired Companies has complied in all material respects with all applicable lawsLaws pertaining to Taxes, rules and regulations (l) no issues relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code were raised by a Taxing Authority in any completed audit or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns examination that would or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained recur in a later taxable period that would be material to the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and Acquired Companies, taken as a whole, (m) there are no matters under discussion with any Taxing Authority with respect to the EOP Subsidiaries for all taxable periods and portions thereof through the date liability of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 any of the CodeAcquired Companies for any Taxes, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6(n) none of the CodeAcquired Companies is a party to or bound by any closing agreement, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than offer in the ordinary course of business. No event has occurredcompromise, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examinationgain recognition agreement, or other proceeding in respect of federal income Taxesagreement with any Taxing Authority, and (o) none of the Acquired Companies will be required to EOP's Knowledgeinclude in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized for Tax purposes in any prior taxable period as a result of the installment method of accounting, no auditthe completed contract method of accounting, examination the long-term contract method of accounting or the cash method of accounting or comparable provisions of any other proceeding in respect of federal income Taxes involving any of EOP Tax Laws, or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposedother reason. All references to the Acquired Companies in this Section 4.10 shall include reference to any Person which had previously merged with and into or liquidated into the Acquired Companies, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingas applicable.

Taxes. (a1) Each of EOP and the EOP Subsidiaries (i) has filed all All Tax returns and reports Returns that are required to be filed (taking into account any extensions of time within which to file) by it (after giving effect or with respect to any filing extension properly granted by a Governmental Entity having authority to do so)the Company and its Subsidiaries have been duly, timely and all such returns accurately filed and reports are accurate or will be true and complete in all material respects, (ii) has paid (or EOP has paid on its behalf2) all Taxes shown to be due on the Tax Returns referred to in clause (1) have been paid in full, (3) the Tax Returns referred to in clause (1) have been examined by the Internal Revenue Service (“IRS”) or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such returns and reports as Tax Returns were required to be paid filed has expired and no issues that have been raised by it and the relevant taxing authority in connection with the examination of such Tax Returns are currently pending, (iii4) has complied in all material respects with all applicable lawsTaxes that the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code creditor or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and third party have been paid over to the proper governmental entities all amounts required Governmental Authority in a timely manner, to be so withheld the extent due and paid over under applicable laws payable, and regulations, except, (5) no extensions or waivers of statutes of limitation have been given by or requested with respect to all any of the foregoingCompany’s United States federal income taxes or those of its Subsidiaries. It has made provision in accordance with GAAP, where in the failure Company SEC Filings filed before the date hereof, for all Taxes that accrued on or before the end of the most recent period covered by its Company SEC Filings filed before the date hereof. As of the date hereof, neither the Company nor any of its Subsidiaries has any reason to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not believe that any conditions exist that could reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in prevent or impede the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and Merger from qualifying as a reorganization within the EOP Subsidiaries for all taxable periods and portions thereof through the date meaning of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6368(a) of the Code. No Liens for Taxes exist with respect to any of the Company’s assets or properties or those of its Subsidiaries, except for statutory Liens for Taxes not yet due and neither EOP payable or that are being contested in good faith and reserved for in accordance with GAAP. Neither the Company nor any EOP Subsidiary of its Subsidiaries has incurred been a party to any material liability distribution occurring during the two-year period prior to the date of this Agreement in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied, except for Taxes other than in distributions occurring among members of the ordinary course same group of business. No event has occurred, and no condition or circumstance exists, which presents affiliated corporations filing a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiaryconsolidated federal income tax return. Neither EOP the Company nor any EOP Subsidiary is of its Subsidiaries have participated in any reportable or listed transaction as defined under Section 6011 of the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authorityCode. To If the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Company or any of its Subsidiaries have participated in a reportable or listed transaction, such entity has properly disclosed such transaction in accordance with the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingapplicable Tax regulations.

Taxes. (a) Each of EOP and the EOP Subsidiaries B (i) has prepared and timely filed all material Tax returns and reports Returns required to be filed by it (after giving effect it, or requests for extensions to any filing extension properly file such Tax Returns have been timely filed, granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, have not expired; (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and shown to be due on such Tax Returns; (iii) is not a party to any Tax sharing agreement or arrangement; (iv) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code withheld or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld collected and paid over to the proper governmental entities appropriate Taxing Authorities (or are properly holding for such payment) all amounts Taxes required by Law to be so withheld or collected, including but not limited to all employment and paid over under payroll Taxes; and (v) as of the date hereof, has neither extended nor waived any applicable laws and regulations, except, statute of limitations with respect to all Taxes and has not otherwise agreed to any extension of the foregoing, where the failure time with respect to file such tax returns Tax assessment or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effectdeficiency. The most recent audited financial statements contained in filed with the EOP SEC Documents and publicly available prior to the date of this Agreement reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries B for all taxable Taxable periods and portions thereof accrued through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any No material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed by any Taxing Authority against EOP B that are not adequately reserved for in accordance with U.S. GAAP. There are no Liens for Taxes upon the assets of B except for Taxes that are not yet due and payable. As used in this Agreement, (i) the term "TAX" (including, with correlative meaning, the terms "TAXES" and "TAXABLE") means, with respect to any Person (as defined below), (a) all taxes, domestic or non-U.S., including without limitation any income (net, gross or other, including recapture of any tax items such as investment tax credits), alternative or add-on minimum tax, gross income, gross receipts, gains, sales, use, leasing, lease, user, ad valorem, transfer, recording, franchise, profits, property (real or personal, tangible or intangible), fuel, license, withholding on amounts paid to or by such person, payroll, employment, unemployment, social security, excise, severance, stamp, occupation, premium, environmental or windfall profit tax, custom, duty, value added or other tax, or other like assessment or charge of any kind whatsoever, together with any interest, levies, assessments, charges, penalties, additions to tax or additional amounts imposed by any Taxing Authority, (b) any joint or several liability of such Person with any other Person for the payment of any amounts of the EOP Subsidiariestype described in (a) of this definition, and no requests (c) any liability of such Person for waivers the payment of any amounts of the time type described in (a) as a result of any express or implied obligation to assess indemnify any such Taxes are pendingother Person; (ii) the term "TAX RETURN(S)" means all returns, consolidated or otherwise, report or statement (including without limitation informational returns), required to be filed with any Taxing Authority; (iii) the term "TAXING AUTHORITY" means any authority of competent jurisdiction responsible for the imposition of any Tax; and (iv) the term "PERSON" means any corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or other entity of any kind or nature.

Taxes. Except as set forth on Schedule 4.10, with respect to each Saltville Company (a) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)have been duly and timely filed with the appropriate Tax Authority, and all such returns and reports are accurate were, when filed, true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalfb) all Taxes due and owing (whether or not shown as due on any Tax Returns) have been timely paid in full, (c) there are no Liens (other than Permitted Liens) on any of the assets of the Saltville Companies that arose in connection with any failure (or alleged failure) to pay any Tax, (d) there is no claim, action or proceeding pending by any applicable Tax Authority in connection with any Tax (provided, however, that the foregoing representation is limited to the Knowledge of SE Transmission and MLP GP for periods prior to August 10, 2005), (e) no Tax Returns are now under audit or examination by any Tax Authority (provided, however, that the foregoing representation is limited to the Knowledge of SE Transmission and MLP GP for periods prior to August 10, 2005), (f) there are no agreements or waivers providing for an extension of time with respect to the filing of any Tax Returns or the assessment or collection of any such returns Tax, (g) no written claim has been made by any Tax Authority in a jurisdiction where a Saltville Company does not file a Tax Return that it is or may be subject to taxation in that jurisdiction, (h) no Saltville Company is a party to any Tax-Sharing Agreement, and reports is not otherwise liable for the Taxes of any other Person (including as a transferee or successor), (i) since its inception, Saltville LLC has been treated either as a partnership or has been disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), (j) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect any Saltville Company, (k) no Saltville Company has, during any period for which the statute of limitations for any relevant Tax has not expired, participated in any listed transaction required to be paid by it disclosed under Treasury Regulation Section 1.6011-4, and (iiil) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to Saltville Companies have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes of any Person under Sections 857(bTreasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), 860(c) as a transferee or 4981 of the Codesuccessor, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examinationby Contract, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingotherwise.

Taxes. Company and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax (aas defined below) Each purposes of EOP which Company or any of its subsidiaries is or has been a member, have properly completed and the EOP Subsidiaries (i) has timely filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), them and all such returns and reports are accurate and complete in all material respects, (ii) has have paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required thereon to be paid by it and (iii) due. Company has complied provided adequate accruals in all material respects accordance with all applicable laws, rules and regulations relating to GAAP in the payment and withholding of Company Balance Sheet for any Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) Company and has, within the time period prescribed by law, withheld and its subsidiaries that have not been paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoingperiods through June 30, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect2001. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP Company has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for unpaid Taxes accruing after August 31, 2001 other than Taxes arising in the ordinary course of businessits business subsequent to August 31, 2001. No event There is (i) no material claim for Taxes that is a lien against the property of Company or any of its subsidiaries or is being asserted against Company or any of its subsidiaries other than liens for Taxes not yet due and payable; (ii) no audit of any Tax Return of Company or any of its subsidiaries that is being conducted by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes that has occurredbeen granted by Company or any of its subsidiaries and that is currently in effect; and (iv) no agreement, and no condition contract or circumstance existsarrangement to which Company or any of its subsidiaries is a party that may result in the payment of any amount that would not be deductible by reason of Sections 280G, which presents a material risk that 162 or 404 of the Code. Neither Company nor any of its subsidiaries has been or will be required to include any material adjustment in Taxable income for any Tax described in period (or portion thereof) pursuant to Section 481 or 263A of the preceding sentence will be imposed upon EOP Code or any EOP Subsidiarycomparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Merger. Neither EOP Company nor any EOP Subsidiary is of its subsidiaries has filed or will file any consent to have the subject provisions of paragraph 341(f)(2) of the Code (or comparable provisions of any audit, examination, state Tax laws) apply to Company or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP its subsidiaries. All Tax sharing or Tax allocation agreements to which Company or any EOP Subsidiary of its subsidiaries is a party are listed on Schedule 3.13 together with any liability of Company or its subsidiaries to another party under any such agreement which is either currently owing or which would result from assertions currently being considered made by Tax Authorities from audits or proceedings in progress. Neither Company nor any of its subsidiaries has filed any disclosures under Section 6662 or comparable provisions of state, local or foreign law to prevent the imposition of penalties with respect to any Tax authorityreporting position taken on any Tax Return. To Neither Company nor any of its subsidiaries has ever been a member of a consolidated, combined or unitary group of which Company was not the Knowledge ultimate parent corporation. Company and each of EOP, no deficiencies its subsidiaries have in their possession receipts for any Taxes have been proposed, asserted or assessed against EOP or paid to foreign Tax authorities. Neither Company nor any of its subsidiaries has been a United States real property holding corporation within the EOP Subsidiaries, and no requests for waivers meaning of Section 897(c)(2) of the time to assess any such Taxes are pendingCode during the period described in Section 897(c)(1)(A)(ii) of the Code.

Taxes. (a) Each Except as may be set forth in Section 4.11(a) of EOP the Company Disclosure Schedule, each of the Company and the EOP its Subsidiaries has (i) has duly and timely filed (including applicable extensions granted without penalty) all material Tax returns and reports Returns (as hereinafter defined) required to be filed by it (after giving effect at or prior to any filing extension properly granted by a Governmental Entity having authority to do so)the Effective Time, and all such returns Tax Returns are true and reports are accurate and complete correct in all material respects, and (ii) has paid in full or made adequate provision in the financial statements of the Company (or EOP has paid on its behalfin accordance with GAAP) for all Taxes shown on such returns and reports (as hereinafter defined) required to be paid by it and (iii) has complied in all material respects with all applicable lawsthem, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code whether or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required not shown to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file due on such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse EffectTax Returns. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described Except as set forth in Section 857(b)(64.11(a) of the CodeCompany Disclosure Schedule, and as of the date hereof (i) neither EOP the Company nor any EOP Subsidiary of its Subsidiaries has incurred requested any material liability for Taxes other than in the ordinary course extension of business. No event has occurred, and no condition or circumstance exists, time within which presents a material risk that to file any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding Returns in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes taxable year which have not since been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, filed and no requests request for waivers of the time to assess any such Taxes are pendingpending or outstanding, (ii) with respect to each taxable period of the Company and its Subsidiaries, the federal and state income Tax Returns of the Company and its Subsidiaries have been audited by the Internal Revenue Service (“IRS”) or appropriate state tax authorities through December 31, 2004 or the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, and (iii) there are no claims, audits or assessments pending against the Company or any of its Subsidiaries for any alleged deficiency in Taxes, and the Company has not been notified in writing of any proposed Tax claims, audits or assessments against the Company or any of its Subsidiaries (other than, in each case, claims, audits or assessments for which adequate reserves in the financial statements of the Company have been established). There are no material liens for Taxes upon the assets of the Company or any of its Subsidiaries, other than liens for current Taxes not yet due and payable. All Taxes required to be withheld, collected or deposited by or with respect to the Company and its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. Neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar provision of law or regulations) by reason of a change in accounting method. Except with respect to the affiliated group of corporations of which the Company is the common parent (as defined by Section 1504(a) of the Code), neither the Company nor any of its Subsidiaries is a party to any Tax allocation or Tax sharing agreement or otherwise has any liability for the Taxes of any person (i) as a transferee or successor, (ii) by contract, (iii) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign Law), or (iv) otherwise. Neither the Company nor any of its Subsidiaries has entered into any transaction that is either a “listed transaction” or that the Company believes in good faith is a “reportable transaction” (both as defined in Treas. Reg. Section 1.6011-4, as modified by periodically updated Revenue Procedures and other applicable published Internal Revenue Service guidance). Neither the Company nor any of its Subsidiaries has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Taxes. Except as set forth on Schedule 5.9 to the applicable Acquired Companies Annex: (a) Each of EOP and the EOP Subsidiaries (i) has filed all material Tax returns and reports Returns that are required to be filed on or before the Closing Date by it each Acquired Company have been or will have been duly and timely filed, (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and b) all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalfc) all Taxes that are shown to be due on such returns Tax Returns and reports all other Taxes whether or not shown as required to due on such Tax Returns that are due and owing have been or will have been timely paid in full or have been or will be paid by it and adequately reserved in accordance with GAAP, (iiid) has complied all withholding Tax requirements imposed on the Acquired Companies have been satisfied in full in all material respects with all applicable lawsrespects, rules and regulations relating to the payment and withholding except for amounts that are being contested in good faith, (e) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes (including, without limitation, withholding or any extension of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all a Tax assessment or deficiency, (f) there are no pending or active, or to Seller’s Knowledge threatened audits or legal proceedings involving Tax matters with respect to the Acquired Companies nor has Seller been notified of any request for examination, (g) there are no liens for Taxes upon the Interests or upon any of the foregoingassets of the Acquired Companies, where except for Permitted Encumbrances, (h) immediately upon Closing, none of the failure Acquired Companies will be a party to file such tax returns or reports will be bound by any Tax allocation or failure to pay such Taxes sharing agreement or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained Tax indemnity agreement (excluding, however, commercial agreements entered into in the EOP SEC Documents reflect Ordinary Course of Business and not primarily concerned with Taxes) pursuant to which it is liable for the Taxes of any other Person, other than any Tax allocation or sharing agreements, if any, that the Acquired Companies become subject to as a result of Purchaser’s ownership of the Company, (i) each of the Acquired Companies is, and has been since its formation, classified as either an adequate reserve entity disregarded as separate from its owner or a partnership for all material Taxes payable by EOP U.S. federal income tax purposes and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for the Taxes of any Person under Sections 857(bReg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), 860(cas a transferee or successor, by contract, or otherwise, (j) no written claim, or 4981 to Seller’s Knowledge unwritten claim, has been made by any Taxing Authority (domestic or foreign) in any jurisdiction where the Acquired Companies do not file Tax Returns that any such entity (or its owner for Tax purposes in the case of a disregarded entity) may be subject to Tax by that jurisdiction; (k) neither the CodeAcquired Companies nor the Seller, including without limitation nor any Tax arising from Affiliate of Seller with respect to the assets or operations of an Acquired Company, is or has ever entered into or been a prohibited transaction described party to any “listed transaction”, as defined in Section 857(b)(61.6011-4(b)(2) of the Code, Treasury Regulations; and neither EOP nor (l) none of the Acquired Companies owns an interest in real property in any EOP Subsidiary has incurred any material liability for Taxes other than state or local jurisdiction in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examinationimposed, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any value of the EOP Subsidiariesinterest is reassessed, on the transfer of an interest in real property and no requests for waivers which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of the time interest in real property. The representations and warranties in this Section 5.9 are the sole and exclusive representations and warranties of Seller with respect to assess any such Taxes are pendingTaxes.

Taxes. All returns with respect to any Taxes (a“Tax Returns”) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports required to be filed by it (after giving effect prior to any filing extension properly granted by a Governmental Entity having authority the date hereof with respect to do so)the Company and the Business have been timely filed or appropriate extensions have been obtained, and all each such returns and reports are accurate and complete Tax Return has been prepared in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied compliance in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, exceptand all such Tax Returns are true and accurate in all material respects. The Company is not delinquent in the payment of any income, sales, use or other taxes, assessments, levies, fees or charges imposed by any governmental authority (“Taxes”). All Taxes due and payable by or with respect to all the Company or the Business for the periods prior to the Closing Date have been or will be paid by the Company prior to the Closing. With respect to each taxable period of the foregoingCompany, where (i) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the failure Company; (ii) the Company has no pending consent to file such tax returns extend the time in which any Taxes may be assessed or reports collected by any taxing authority; (iii) the Company has not requested or failure been granted an extension of the time for filing any Tax Return to pay such a date later than the Closing; (iv) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or, to the knowledge of the Company threatened against or with respect to Taxes; (v) there are no Liens for Taxes (other than for current taxes not yet due and payable) upon any of the Company’s assets; and (vi) true, correct and complete copies of all income and sales Tax Returns filed by or failure with respect to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through Company since the date of such financial statementsits organization in June 2009 have been furnished or made available to Purchaser. Since the EOP Financial Statement DateThe Company has not agreed to, EOP has incurred no liability for Taxes nor is it required to, make any adjustments under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6481(a) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than Code by reason of a change in the ordinary course of business. No event has occurred, and no condition accounting method or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingotherwise.

Taxes. (a) Each of EOP Company has duly and the EOP Subsidiaries (i) has timely filed all Tax tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)it, and has paid all such Taxes which are due and payable by it except for (x) returns in respect of Taxes that, do not exceed Two Hundred and reports Fifty Thousand Dollars ($250,000) in aggregate and (y) Taxes (i) that are accurate and complete in all material respectsnot yet delinquent, (ii) has for which instalments have been paid based on reasonable estimates pending final assessments, (iii) if past due, the validity of which is being contested diligently and in good faith by appropriate proceedings and (if required by GAAP) for which reserves have been established to the extent required in accordance with GAAP or EOP has paid on its behalf(iv) all Taxes shown on such returns and reports as required that, in aggregate, not including those referred to be paid by it in (i), (ii) and (iii), do not exceed Two Hundred and Fifty Thousand Dollars ($250,000) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code aggregate or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would which could not reasonably be expected to have an EOP result in a Material Adverse EffectChange. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for Each Company has also paid all material Taxes other Taxes, charges, penalties and interest due and payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxesall assessments and re-assessments of which it has received written notice except for (b) Taxes (i) that are not yet delinquent, (ii) for which instalments have been paid based on reasonable estimates pending final assessments, (iii) if past due, the validity of which is being contested diligently and in good faith by appropriate proceedings and (if required by GAAP) for which reserves have been established to EOP's Knowledgethe extent required in accordance with GAAP or (iv) that, not including those referred to in (i), (ii) and (iii), do not exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate or which could not reasonably be expected to result in a Material Adverse Change. There are no auditactions, examination suits, proceedings, investigations or other proceeding claims pending, or to the knowledge of the Companies, threatened, against any Company in respect of federal income Taxes involving any of EOP Taxes, governmental charges or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies assessments except for any Taxes such actions, suits, proceedings, investigations or claims which are being contested diligently and in good faith and (if required by GAAP) in respect of which reserves have been proposed, asserted or assessed against EOP or any of established to the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingextent required in accordance with GAAP.

Taxes. Except as set forth in Section 3.25 of the Disclosure Schedule, (a) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports Returns required to be filed by it or with respect to the Seller, the Purchased Assets or the Business (after giving effect to including any filing extension properly granted by a Governmental Entity having authority to do so)consolidated, combined or unitary Tax Return that includes the Seller) have been timely filed, and taxes in connection therewith have been timely paid; (b) all such returns and reports Tax Returns are accurate true, correct and complete in all material respects; (c) no adjustment relating to such Tax Returns has been proposed formally or informally by any Governmental Authority and, to the best knowledge of the Seller, no basis exists for any such adjustment; (iid) has paid there are no pending or, to the best knowledge of the Seller, threatened Actions for the assessment or collection of Taxes against the Seller, the Purchased Assets or the Business or any Person that was included in the filing of a Tax Return with the Seller on a consolidated, combined or unitary basis; (or EOP has paid e) there are no Tax liens on its behalfany of the Purchased Assets; (f) all there are no requests for information outstanding that could affect the Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes Purchased Assets or the Business; (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of g) the Code Seller has not received any notice or similar provisions under inquiry from any foreign laws) and has, within jurisdiction where the time period prescribed by law, withheld and paid over Seller does not currently file Tax Returns to the proper governmental entities effect that such filings may be required with respect to the Purchased Assets or the Business or that the Purchased Assets or the Business may otherwise be subject to taxation by such jurisdiction; (h) the Seller has properly and timely withheld, collected or deposited all amounts required to be so withheld and paid over under applicable laws and regulationswithheld, except, with respect to all of the foregoing, where the failure to file such tax returns collected or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding deposited in respect of federal income TaxesTaxes and (i) to the best knowledge of the Seller, and to EOP's Knowledgethere are no Tax investigations, no audit, examination inquiries or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered audits by any Tax authority. To authority in progress relating to the Knowledge of EOPPurchased Assets or the Business, no deficiencies for nor has the Seller received any Taxes have been proposed, asserted written notice indicating that a Governmental Authority intends to conduct such an audit or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendinginvestigation.

Taxes. (a1) Each of EOP the Company and the EOP Company Subsidiaries has (ix) has duly and timely filed (including pursuant to applicable extensions granted without penalty) all material Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports Tax Returns are accurate true and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it respects and (iiiy) has complied paid in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for full all material Taxes payable by EOP and due or made adequate provision in the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 statements of the Code, including without limitation Company (in accordance with GAAP) for any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income such Taxes, and to EOP's Knowledge, whether or not shown as due on such Tax Returns; (2) no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no material deficiencies for any Taxes have been proposed, asserted or assessed in writing against EOP or with respect to any Taxes due by or Tax Returns of the Company or any of the EOP Company Subsidiaries which deficiencies have not since been resolved, except for Taxes proposed, asserted or assessed that are being contested in good faith by appropriate proceedings and for which reserves adequate in accordance with GAAP have been provided; (3) there are no material Liens for Taxes upon the assets of either the Company or the Company Subsidiaries, except for statutory Liens for current Taxes not yet due or Liens for Taxes that are being contested in good faith by appropriate proceedings and no requests for waivers which reserves adequate in accordance with GAAP have been provided; and (4) none of the time Company or any Company Subsidiary has engaged in any transaction that is a “listed transaction” for federal income tax purposes within the meaning of Treasury Regulations section 1.6011-4, which has not yet been the subject of an audit that has been completed and resolved. The issuance of the Convertible Preferred Stock purchased from the Company by all Purchasers pursuant to assess this Agreement will result in the Company undergoing an ownership change for purposes of Section 382 of the Code. For purposes of this Agreement, “Taxes” shall mean all taxes, charges, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority, including any income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other taxes, together with any interest, penalties, addition to tax, or additional amount attributable thereto, any liability attributable to the foregoing as a transferee and any payments made or owing to any other person measured by such Taxes are pending.taxes, charges, levies, penalties

Taxes. (a) Each of EOP Seller has duly and the EOP Subsidiaries (i) has timely filed all Tax returns and reports Returns with respect to Taxes required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)on or before the Closing Date. All such Tax Returns are true, complete and all such returns and reports are accurate and complete correct in all material respects. All Taxes owed by Seller (whether or not shown on any Tax Return) or for which Seller is responsible have been duly and timely paid. Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Seller is not currently the beneficiary of any extension of time within which to file any Tax Return. Seller has withheld all required amounts in respect of Taxes from its employees, agents, contractors and nonresidents and, to the extent required, has remitted such amounts to the proper agencies. Seller is not a “foreign person” within the meaning of Section 1445(b)(2) of the Code. Seller (iia) has paid not been a member of an affiliated group filing a consolidated income Tax Return and (b) does not have any liability for the Taxes of any person under Treasury Regulations section 1.1502-6(a) (or EOP any analogous or similar provision of any state, local or foreign Law), as a transferee or successor, by contract, or otherwise. Seller is, and since the date of its formation has paid on been, treated as a partnership for federal, state and local income tax purposes and neither Seller nor any of its behalf) all Taxes shown on owners, nor any taxing authority has taken any position inconsistent with such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable lawstreatment, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of filing an election to be treated as an association taxable as a corporation under Treasury Regulation Section 301.7701-3(c). There are no liens for taxes (other than Taxes pursuant to Sections 1441, 1442, 1445, 3121, not yet due and 3402 payable) on any of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of businessAssets. No event has occurred, and no condition deficiency or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies proposed adjustment for any Taxes have amount of Tax has been proposed, asserted or assessed by any taxing authority against EOP Seller that has not been paid, settled or any otherwise resolved. There is no action, suit, claim, examination, investigation, proceeding or audit now pending, proposed or, to the Knowledge of Seller, threatened against Seller with respect to Taxes. None of the EOP Subsidiaries, and no requests Assumed Liabilities is an obligation to make a payment that is not deductible under Code section 280G. No claim has ever been made by any taxing authority in a jurisdiction where Seller did not file Tax Returns that Seller may be subject to taxation by that jurisdiction. Seller will not be required under applicable Law to report on any return for waivers of a period commencing on or after the time Closing Date income realized prior to assess any such Taxes are pendingthe Closing Date.

Taxes. (a) Each of EOP the Company and the EOP its Subsidiaries (i) has timely filed all Tax returns and reports (as hereinafter defined) required to be filed by it (after giving effect with taxing authorities prior to any the date hereof or has duly obtained extensions of time for the filing extension properly granted by a Governmental Entity having authority to do so)thereof, and all such returns are true, complete and reports accurate. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or any of its Subsidiaries. The provisions for taxes payable, if any, shown on the financial statements filed with or in the Public Filings are accurate sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. The Company and each of its Subsidiaries (i) have made available to Buyer true, correct and complete copies of all agreements or documents relating to tax holidays or tax incentives, as in all material respectseffect as of the date hereof, and (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied are in all material respects compliance with all requirements for any applicable laws, rules and regulations relating tax holidays or tax incentives. Except as disclosed in writing to the payment Buyer, (i) no issues have been raised by any taxing authority and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would there is not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of currently pending any audit, examination, investigation or other proceeding in respect connection with any taxes of federal income Taxesthe Company or its Subsidiaries, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving (ii) neither the Company nor any of EOP its Subsidiaries has received written notice in a jurisdiction where it does not file returns that it is or may be subject to taxation by that jurisdiction, (iii) no waivers of statutes of limitations with respect to any EOP Subsidiary is being considered by returns or collection of taxes and no extensions of time with respect to any Tax authority. To the Knowledge of EOP, no tax assessments or deficiencies for any Taxes have been proposedgiven by or requested from the Company or its Subsidiaries, asserted or assessed against EOP (iv) there are no liens for taxes upon the assets of the Company or any of its Subsidiaries (other than liens for taxes not yet due and payable or for taxes that are being contested in good faith and for which adequate reserves have been established), (v) neither the EOP Company nor any of its Subsidiaries is a party to any tax allocation, sharing or indemnity agreement (other than any tax indemnification provisions in commercial agreements or agreements that are not primarily related to taxes and any agreements between or among any of the Company and its Subsidiaries) and (vi) the Company and each of its Subsidiaries are in compliance with all applicable laws relating to transfer pricing, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. The term “taxes” means all federal, state, local, foreign, and no requests for waivers other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind, whether computed on a separate, consolidated, unitary, combined or any other basis, and any interest, penalties, fines, or additional amounts attributable to, imposed upon or with respect to any of the time foregoing. The term “returns” means all returns (including information returns), declarations, reports, statements, and other documents required to assess be filed in respect to taxes, including any such Taxes are pendingamendments thereof or attachments or supplements thereto.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed Except as would not, individually or in the aggregate, reasonably be expected to have a NYBOT Material Adverse Effect: (A) all Tax returns and reports Returns that are required to be filed by it NYBOT or any of its Subsidiaries have been timely filed (after giving effect taking into account any extension of time within which to any filing extension properly granted by a Governmental Entity having authority to do sofile), and all Table of Contents such returns Tax Returns are true and reports are accurate and complete in all material respects, complete; (ii) has paid (or EOP has paid on its behalfB) all Taxes that are shown as due on such returns and reports as required filed Tax Returns or that NYBOT or any of its Subsidiaries are obligated to be paid by it and (iii) has complied in all material respects with all applicable lawswithhold from amounts owing to any NYBOT Employee, rules and regulations relating to the payment and withholding of Taxes (includingcreditor or third party have been timely paid, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, except with respect to all matters for which adequate reserves have been established; (C) neither NYBOT nor any of the foregoing, where the failure its Subsidiaries have waived any statute of limitations with respect to file such tax returns or reports or failure to pay such Taxes or failure agreed to comply any extension of time with such requirements would not reasonably be expected respect to a Tax assessment or deficiency; (D) all Taxes due and payable by NYBOT or any of its Subsidiaries have an EOP Material Adverse Effect. The most recent audited been adequately provided for in the financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP of NYBOT and the EOP its Subsidiaries for all taxable periods and portions thereof ending through the date of such financial statements. Since hereof (including the EOP NYBOT Financial Statement DateStatements) and, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 as of the Codedate hereof, including without limitation no material deficiency with respect to any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP NYBOT or any of its Subsidiaries; (E) neither NYBOT nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the EOP Subsidiaries, and no requests for waivers meaning of Section 355(a)(1)(A) of the time Code) in a distribution of stock intended to assess qualify for tax-free treatment under Section 355 of the Code in the three years prior to the date of this Agreement; and (F) none of NYBOT or any such of its Subsidiaries has any liability for Taxes are pendingof any Person (other than NYBOT or any of its Subsidiaries) under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has Except for such matters that would not, individually or in the aggregate, have a Material Adverse Effect on Teleglobe: (A) Teleglobe and each of its Subsidiaries have (x) timely filed all Tax Federal, national, state, provincial and local tax returns and reports reports, whether of the U.S., Canada or another foreign jurisdiction, required to be filed by it them prior to the date of this Agreement (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do sotaking into account extensions), and all such returns and reports are accurate and complete in all material respects, (iiy) has timely paid (or EOP has paid on its behalf) accrued all Taxes shown on such returns due and reports as required to be paid by it payable thereon, and (iiiz) timely paid or accrued all Taxes for which a notice of assessment or collection has complied been received (other than amounts being contested in all material respects with all applicable laws, rules and regulations relating to the payment and withholding good faith by appropriate proceedings); (B) no tax return of Taxes (including, without limitation, withholding Teleglobe or any of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 its Subsidiaries contains a disclosure statement under Section 6662(d)(2)(B)(ii)(l) of the Code or any similar provisions under provision of applicable Law; (C) neither Teleglobe nor any foreign lawsof its Subsidiaries currently is the beneficiary of any extension of time within which to file any tax return, other than with respect to the fiscal year ended December 31, 1997; (D) Teleglobe has delivered to Excel correct and hascomplete copies of all Federal tax returns, within examination reports and statements of deficiencies assessed against or agreed to by Teleglobe or any of its Subsidiaries for the time past three taxable years of Teleglobe; (E) with respect to any period prescribed by lawfor which tax returns are not yet due (including extensions), or for which Taxes are not yet due and owing, Teleglobe and each of its Subsidiaries has made due and sufficient current accruals for such Taxes in the financial statements included in the Recent Teleglobe Disclosure Documents; (F) neither the IRS nor any other taxing authority has asserted in writing to Teleglobe any claim for Taxes, or to the actual knowledge of the executive officers of Teleglobe, is threatening to assert any claims for Taxes; (G) Teleglobe and each of its Subsidiaries have withheld or collected and paid over to the proper appropriate governmental entities authorities (or are properly holding for such payment) all amounts Taxes required by Law to be so withheld and paid over or collected; (H) neither Teleglobe nor any of its Subsidiaries has made an election under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6341(f) of the Code, and ; (I) neither EOP Teleglobe nor any EOP Subsidiary of its Subsidiaries has incurred made any material payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Sections 162(m) or 280G of the Code or that will be subject to excise tax under Section 4999 of the Code; (J) neither Teleglobe nor any of its Subsidiaries (x) has been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of applicable Law) other than an affiliated group the common parent of which is Teleglobe and (y) has any liability under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Law), as a transferee or successor, by contract or otherwise for Taxes of any affiliated group of which Teleglobe is not the common parent; (K) there are no liens for Taxes upon the assets of Teleglobe or any of its Subsidiaries (other than liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings); (L) neither Teleglobe nor any of its Subsidiaries is the subject of any currently ongoing Tax audit, other than in the ordinary course of business. No event has occurred, and business consistent with past practice; (M) there are no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no pending requests for waivers of the time to assess any such Tax, other than those made in the ordinary course and for which payment has been made or there are adequate reserves; and (N) neither Teleglobe nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes are pendingor agreed to any extension of time with respect to a Tax assessment or deficiency.

Taxes. For purposes of this Agreement, the term "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, unemployment, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, imposed by the United States or any state, local or foreign government or subdivision or agency thereof (a"Taxing Authority"), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, fines, penalties or additional amounts attributable to or imposed with respect to any such taxes, charges, fees, levies or other assessments. As used herein, the term "Company Subsidiaries" means the subsidiaries, if any, of the Company; it being understood that there may be no such subsidiaries. All Tax returns ("Returns") required to be filed with respect to any Tax for which any of the Company and the Company Subsidiaries (if any) is liable have been duly and timely filed with the appropriate Taxing Authority, each Tax shown to be payable on each such Return has been paid, each Tax payable by the Company or a Company Subsidiary by assessment has been timely paid in the amount assessed, and adequate reserves have been established on the consolidated books of the Company and the Company Subsidiaries for all Taxes for which any of the Company and the Company subsidiaries is liable, but the payment of which is not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, liable for any Tax payable by reason of the income or property of a person or entity other than the Company or a Company Subsidiary. Each of EOP the Company and the EOP Company Subsidiaries (i) has timely filed all true, correct and complete declarations of estimated Tax returns and reports in each jurisdiction in which any such declaration is required to be filed by it (after giving effect it. No Liens for Taxes exist upon the assets of the Company or any Company Subsidiary except Liens for Taxes which are not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, subject to Tax in any jurisdiction outside the United States. Except as set forth on SCHEDULE 2.17, no litigation with respect to any filing extension properly granted by a Governmental Entity having authority Tax for which the Company or any Company Subsidiary is asserted to do so)be liable is pending or, to the knowledge of the Company or any Stockholder, threatened, and all no basis which the Company or any Stockholder believes to be valid exists on which any claim for any such returns Tax can be asserted against the Company or any Company Subsidiary. There are no requests for rulings or determinations in respect of any Taxes pending between the Company or any Company Subsidiary and reports are accurate any Taxing Authority. No extension of any period during which any Tax may be assessed or collected and complete in all material respects, (ii) for which the Company or any Company Subsidiary is or may be liable has paid (been granted to any Taxing Authority. Neither the Company nor any Company Subsidiary is or EOP has paid on its behalf) all Taxes shown on such returns and reports as been party to any tax allocation or sharing agreement. All amounts required to be withheld by any of the Company and the Company Subsidiaries and paid by it to governmental agencies for income, social security, unemployment insurance, sales, excise, use and (iii) has complied in all material respects with all applicable laws, rules other Taxes have been collected or withheld and regulations relating paid to the payment proper Taxing Authority. The Company and each Company Subsidiary have made all deposits required by law to be made with respect to employees' withholding and other employment Taxes. Neither the Company nor any Stockholder is a "foreign person," as that term is referred to in Section 1445(f)(3) of Taxes (including, without limitation, withholding of Taxes the Code. The Company has not filed a consent pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Section 341 (f) of the Code or similar provisions any comparable provision of any other tax statute and has not agreed to have Section 341 (f)(2) of the Code or any comparable provision of any other Tax statute apply to any disposition of an asset. The Company has not made, is not obligated to make and is not a party to any agreement that could require it to make any payment that is not deductible under Section 280G of the Code. No asset of the Company or of any foreign laws) and has, within Company Subsidiary is subject to any provision of applicable law which eliminates or reduces the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, allowance for depreciation or amortization with respect to all that asset below the allowance generally available to an asset of its type. Except as previously disclosed to LandCARE, no accounting method changes of the foregoing, where the failure Company or of any Company Subsidiary exist or are proposed or threatened which could give rise to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes adjustment under Sections 857(b), 860(c) or 4981 Section 481 of the Code. The Company uses the cash method of accounting for income tax purposes, including without limitation any Tax arising from a prohibited transaction described and the Company's methods of accounting have not changed in the past five years. The Company is not an investment company as defined in Section 857(b)(6351(e)(1) of the Code. The Company has a taxable year ended December 31 and has not made an election to retain a fiscal year other than December 31 under Section 444 of the Code. The Company is not party to any joint venture, partnership, or other arrangement that is treated as a partnership for federal income tax purposes. The Stockholders made a valid election under the provisions of Subchapter S of the Code, and neither EOP nor any EOP Subsidiary the Company has incurred any material liability for Taxes other than in not, since its formation, been subject to taxation under the ordinary course provisions of business. No event has occurred, and no condition Subchapter C of the Code or circumstance exists, which presents a material risk that any material Tax described in under Section 11 or Section 1374 of the preceding sentence will be imposed upon EOP or any EOP SubsidiaryCode. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP SubsidiariesStockholders nor the Company has taken any action that terminated the Subchapter S election, and no requests for waivers of which remains in effect on the time to assess any such Taxes are pendingdate hereof.

Taxes. Except as would not have a Viacom Material Adverse Effect, (a) Each each of EOP Viacom and the EOP Subsidiaries (i) each of its subsidiaries has timely filed all Tax federal, state, local and foreign tax returns and reports (including extensions) required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) and discharged all Taxes shown on as due thereon and has paid all of such returns and reports other Taxes as required to be paid are due, other than such payments as are being contested in good faith by it and appropriate proceedings, (iiib) has complied in all material respects with all applicable lawsneither the IRS nor any other taxing authority or agency, rules and regulations relating domestic or foreign, is now asserting or, to the payment knowledge of Viacom after due inquiry, threatening to assert against Viacom or any of its subsidiaries any deficiency or claim for Taxes, (c) no waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax has been granted by Viacom or any of its subsidiaries, (d) the accruals and withholding of reserves for Taxes reflected in the Viacom balance sheet included in its Annual Report on Form 10-K for fiscal year 1998 and the most recent quarterly financial statements are adequate to cover all Taxes accruable through the date thereof in accordance with United States generally accepted accounting principles, (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 e) no election under Section 341(f) of the Code has been made by Viacom or similar provisions under any foreign lawsof its subsidiaries, (f) Viacom and has, within the time period prescribed by law, each of its subsidiaries has withheld or collected and paid over to the proper appropriate governmental entities authorities or is properly holding for such payment all amounts Taxes required by law to be so withheld and paid over under applicable laws and regulationsor collected, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred (g) there are no liability liens for Taxes under Sections 857(b)upon the assets of Viacom or any of its subsidiaries, 860(cother than liens for Taxes that are being contested in good faith by appropriate proceedings and (h) or 4981 Viacom has not constituted a "distributing corporation" (within the meaning of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6355(a)(1)(A) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability ) in a distribution of stock qualifying for Taxes other than tax-free treatment under Section 355 of the Code in the ordinary course two years prior to the date of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingthis Agreement.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has Except as set forth on Schedule 4.15 of the Parent Disclosure Letter, Parent and its subsidiaries have filed when due all Tax returns material Parent Returns (as defined in Section 12.17) in connection with and reports required to be filed by it in respect of their business, and have, except for Taxes that are being contested in good faith, that have corresponding reserves established on the Parent Unaudited Financial Statements (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do soas defined in Section 12.17), and that are set forth on Schedule 4.15, timely paid and discharged all such returns and reports are accurate and complete in all material respects, Tax obligations shown thereon; (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied the Parent Returns in all material respects with all applicable lawscorrectly and accurately reflect the facts regarding the income, rules business and regulations relating to the payment assets, operations, activities, status, or other matters of Parent and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121its subsidiaries, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts other information required to be so withheld shown thereon, and paid over are not subject to penalties under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 Section 6662 of the Code, including without limitation relating to accuracy-related penalties, or any corresponding provision of applicable state, local, or foreign Tax arising from a prohibited transaction described in Section 857(b)(6law or any predecessor provision of law; (iii) of the Code, and neither EOP Parent nor any EOP Subsidiary of its subsidiaries has incurred received any material liability notice of any federal, state, local, or foreign Tax deficiency outstanding, proposed, or assessed against or allocable to it, nor has Parent nor any of its subsidiaries executed any waiver of any statute of limitations on the assessment or collection of any federal, state, local, or foreign Tax, or executed or filed with any federal, state, local, or foreign governmental body any agreement now in effect extending the period for assessment or collection of any federal, state, local, or foreign Taxes against Parent; (iv) there are no liens for any federal, state, local, or foreign Taxes payable upon the assets of Parent or any of its subsidiaries, other than statutory liens for Taxes other than not yet due and payable or being contested in good faith; (v) Parent and its subsidiaries have made provision for all Taxes payable by Parent and its subsidiaries for which no Parent Return has yet been filed; and (vi) there is no action, suit, proceeding, audit, or claim now proposed, pending or, to the ordinary course Knowledge of business. No event has occurredParent, and no condition threatened against or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP with respect to Parent or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding its subsidiaries in respect of federal income Taxesany federal, and to EOP's Knowledgestate, no auditlocal, examination or other proceeding in respect foreign Tax where there is a reasonable possibility of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingan adverse determination.

Taxes. (a) Each of EOP The Company and the EOP Subsidiaries (i) has have filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, them; (ii) has have timely paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid paid, other than such payments as are being contested in good faith by it and appropriate proceedings; (iii) has complied have established accruals and reserves for Taxes reflected in the financial statements in the Company SEC Reports that are adequate to cover all material respects Taxes accruable through the date thereof (including interest and penalties, if any, thereon) in accordance with GAAP; (iv) have made all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts estimated Tax payments required to be so withheld made; and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to (v) have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 in excess of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability amount so paid or accruals or reserves so established except for Taxes other than subsequent to the dates covered by financial statements in the Company SEC Reports incurred in the ordinary course of business. No event has occurredAll such Tax Returns are true, accurate and complete. Neither the Company nor any Subsidiary is delinquent in the payment of any Tax or in the filing of any Returns, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes Tax have been claimed, proposed, asserted or assessed or, to the knowledge of the Company, threatened against EOP the Company or any Subsidiary. Neither the Company nor any Subsidiary has received any notification from the IRS or any other taxing authority regarding any material issues that (i) are currently pending before the IRS or any other taxing agency or authority (including any sales or use taxing authority) regarding the Company, or (ii) have been raised by the IRS or other taxing agency or authority and not yet finally resolved. No Return of the EOP Subsidiaries, Company or any Subsidiary is under audit by the IRS or any other taxing agency or authority and no requests for waivers any such past audits (if any) have been completed and fully resolved to the satisfaction of the time applicable taxing agency or authority conducting such audit and all taxes determined by such audit to assess be due from the Company or any such Subsidiary have been paid in full to the applicable taxing agencies or authorities. Neither the Company nor any Subsidiary has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, which waiver or extension is still in effect. There are no Tax liens upon any property or assets of the Company or the Subsidiaries except liens for current Taxes are pendingnot yet due or, if due, (A) not delinquent, or (B) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed.

Taxes. (a) Each of EOP and Except as would not, individually or in the EOP Subsidiaries aggregate, reasonably be expected to have a GX Material Adverse Effect: (i) has filed all All Tax returns and reports Returns required to be have been filed by it or with respect to GX have been timely filed (after giving effect taking into account any extension of time to any filing extension properly file granted by a Governmental Entity having authority to do soor obtained), and all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, ; (ii) has all Taxes due and payable by GX (whether or not shown on any Tax Return) have been timely paid or will be timely paid (or EOP other than those Taxes being contested in good faith and for which adequate reserves have been established in the GX Financial Statements), and where payment of any Taxes is not yet due, GX has paid on established in accordance with GAAP an adequate accrual for all material Taxes through the end of the last period for which it ordinarily records items in its behalf) all books and records, and such Taxes shown on such returns and reports as required to will be paid by it and remitted when due; (iii) no deficiency for any Tax has complied been asserted, proposed or assessed by a Governmental Entity against GX that has not been satisfied by payment, settled or withdrawn or that is being contested in all material respects good faith through appropriate proceedings; (iv) no audit or other Action by any Governmental Entity is pending or threatened in writing with all respect to GX; (v) there are no outstanding agreements extending or waiving the statutory period of limitations applicable lawsto any claim for, rules or the period for the collection, assessment or reassessment of, Taxes due from GX for any taxable period and regulations relating no request for any such waiver is currently pending; (vi) GX is not subject to any pending tax collection suit, proceeding or claim that in any way could result in any liability; (vii) GX is not a party or subject to any Tax deficiency or infraction notice, proceeding or claim of assessment, collection or debt in arrears regarding any Taxes, either in court or in the payment and withholding of Taxes administrative sphere; (including, without limitation, withholding of Taxes pursuant viii) GX is not a party to Sections 1441, 1442, 1445, 3121any Tax allocation or sharing agreement, and 3402 does not have any liability for Taxes of the Code another Person under Treasury Regulation Section 1.1502-6 (or any similar provisions under any foreign lawsprovision of state, local or non-U.S. Law) and hasas a result of filing Tax Returns on an affiliated, within the time period prescribed by lawconsolidated, combined, unitary or aggregate basis with such Person, or as a transferee or successor; (ix) GX has collected, deducted, withheld and paid over to the proper governmental entities all amounts Taxes required to be so have been collected, deducted, withheld and paid over under applicable laws and regulationsby it in connection with amounts paid or owing to it or to any employee, exceptindependent contractor, creditor, shareholder, or other third party; (x) there are no Tax liens on any of the assets of GX; (xi) GX is in compliance, in all material respects, with respect to all applicable transfer pricing requirements (including section 247 of the foregoing, Income Tax Act (Canada)); and (xii) no Governmental Entity of a jurisdiction where the failure GX does not file a Tax Return has made a claim that GX is or may be subject to Tax or is required to file any Tax Return in such tax returns jurisdiction. GX has not taken any action (nor permitted any action to be taken), and is not aware of any fact or reports or failure to pay such Taxes or failure to comply with such requirements circumstance, that would not reasonably be expected to have an EOP Material Adverse Effectprevent, impair or impede the Intended Tax Treatment. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 For purposes of the Code, including without limitation any Tax arising from a prohibited transaction described representations and warranties in Section 857(b)(6clauses (ii) and (ix) of the Codefirst sentence of this Section 4.12, and neither EOP nor the term “Tax” excludes any EOP Subsidiary has incurred any material liability for Taxes other than taxes imposed pursuant to section 4501 of the Code in connection with the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject redemption of any audit, examination, or other proceeding in respect stock of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingGX.

Taxes. (a) Each of EOP and the EOP Subsidiaries Xxxxx (i) has duly and timely filed or caused to be filed all Tax federal, state, local and foreign tax returns and reports (including, without limitation, consolidated and/or combined tax returns) required to be filed by it (after giving effect which relate to Xxxxx or with respect to which Xxxxx is liable or otherwise in any filing extension properly granted by a Governmental Entity having authority to do so)way subject, and all such which returns and reports are accurate were true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) fully accrued for all Taxes taxes shown to be due and payable on such returns (which taxes are all the taxes due and reports as required payable under such returns or pursuant to be paid any assessment received by it Xxxxx), and (iii) has complied properly accrued, charged or established adequate reserves for all such taxes arising in all material respects with all applicable laws, rules and regulations relating respect of Xxxxx for periods subsequent to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 periods covered by such returns. Except as set forth in Section 4.9 of the Code or similar provisions under any foreign lawsXxxxx Disclosure Schedule, (A) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to no claims for taxes have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurredbeen asserted against Xxxxx, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies deficiency for any Taxes have taxes has been proposed, asserted or assessed against EOP which has not been resolved or paid in full, (B) no tax return or taxable period of Xxxxx is under audit, investigation or examination and Xxxxx has not received notice of any pending audit, investigation or examination, (C) there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return for any period of Xxxxx, (D) no issue or claim has been asserted for taxes by any taxing authority for any prior period, the EOP Subsidiariesadverse determination of which could for any prior, current or future period result in a deficiency which could have a material adverse effect on Xxxxx, (E) there are no tax liens upon the assets of Xxxxx other than liens for taxes not yet due and (F) no requests power of attorney has been granted by Xxxxx with respect to any matter relating to taxes which is currently in force, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a material adverse effect on Xxxxx. Copies of all federal and state income (or franchise) tax returns of Xxxxx have been made available for waivers of the time to assess any such Taxes are pendinginspection by Computone.

Taxes. (a) Each of EOP and the EOP Subsidiaries Except for such matters as would not have a Material Adverse Effect, (i) has filed all Tax returns and reports relating to Taxes ("Tax Returns") required to be filed by it (after giving effect or with respect to any filing extension properly granted by a Governmental Entity having authority to do so), the Company and all such returns and reports are accurate and complete in all material respects, each of its Subsidiaries have been timely filed; (ii) the Company and each of its Subsidiaries has paid all Taxes that are due from or with respect to it; (iii) the Company and each of its Subsidiaries has withheld and paid all Taxes required by all applicable Laws to be withheld or paid in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party; (iv) there are no outstanding agreements, waivers, or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to the Company or any of its Subsidiaries for any taxable period; (v) no audit, action, proceeding, investigation, dispute or claim by any court, governmental or regulatory authority, or similar person is being conducted or is pending or, to the Company's knowledge, threatened in regard to any Taxes due from or with respect to the Company or any of its Subsidiaries or any Tax Return filed by or with respect to the Company or any of its Subsidiaries; (vi) no claim has been made by a taxing authority in a jurisdiction in which the Company does not file Tax Returns that the Company is required to file Tax Returns in such jurisdiction; (vii) no assessment of any deficiency for Taxes is proposed against the Company or any of its Subsidiaries or any of their assets; (viii) there are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company or any of its Subsidiaries; (ix) neither the Company nor any of its Subsidiaries has any obligation or liability for the payment of Taxes of any other person arising as a result of Treas. Reg. ss.1.1502-6 (or EOP has paid on any corresponding provision of state, local or foreign income tax Laws) any obligation to indemnify another person or as a result of the Company or any of its behalfSubsidiaries assuming or succeeding to the Tax liability of any other person as a successor, transferee or otherwise; (x) all Taxes shown on accrued but not yet due and all contingent liabilities for Taxes are adequately reflected in the reserves for Taxes in the financial statements referred to in Section 3.07; (xi) none of the Company or any of its Subsidiaries has been a party to any distribution occurring during the last two years in which the parties to such returns and reports distribution treated the distribution as required one to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 which Section 355 of the Code or similar provisions under is applicable; (xii) neither the Company nor any foreign lawsof its Subsidiaries has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed; (xiii) and has, neither the Company nor any of its Subsidiaries is a party to any contract that will result in a requirement to pay any "excess parachute payment" within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all meaning of Section 280G of the foregoing, where Code in connection with the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable transactions contemplated by EOP this Agreement and the EOP Ancillary Agreements; (xiv) neither the Company nor any of its Subsidiaries for all taxable periods and portions thereof through is a party to a tax sharing or tax indemnity agreement or any other agreement of a similar nature that remains in effect; (xv) neither the date Company nor any of such financial statements. Since the EOP Financial Statement Date, EOP its Subsidiaries has incurred no liability for Taxes filed a consent under Sections 857(b), 860(cSection 341(f) or 4981 of the Code, including without limitation any Tax arising from Code concerning collapsible corporations; and (xvi) the Company has not been a prohibited transaction described United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the period specified in Section 857(b)(6897(c)(1)(A)(ii) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence cancellation of indebtedness income will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any incurred as a result of the EOP Subsidiaries, transactions contemplated by this Agreement and no requests for waivers the Ancillary Agreements in excess of the time net operating losses available to assess any the Company to shelter fully such Taxes are pendingcancellation of indebtedness income.

Taxes. (a) Each of EOP the Corporation and the EOP Subsidiaries (i) each Subsidiary, has filed filed, and will file, on a timely basis, all Tax returns and reports of every nature required to be filed by it in respect of all taxes or withholdings of any nature whatsoever due to taxing authorities in all jurisdictions applicable to the Corporation and each Subsidiary (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so"Tax Returns"), and has paid in full or made adequate provision in the Financial Statements and the New Monthly Financial Statements for the payment of all taxes (including penalties, additions to tax and interest) for which it has or may have liability. All such returns and reports Tax Returns are accurate true, correct and complete in all material respects. Sellers have no knowledge of any unassessed tax deficiency proposed or threatened against the Corporation or any Subsidiary as a result of the operation of its business. There are no liens on the Corporation's or any Subsidiary's assets as a result of any tax liabilities except for taxes not yet due and payable. There are, and after the date of this Agreement will be, no tax deficiencies (iiincluding penalties, additions to tax and interest) has paid (of any kind assessed against or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code Corporation or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, Subsidiary with respect to all of any taxable period ending on or before the foregoingClosing Date. There are, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through after the date of such financial statementsthis Agreement, will be no other tax deficiencies relating to Tax Returns which include the Corporation or any Subsidiary for periods ending on or before the Closing Date. Since As to all tax periods, or portions thereof, which end prior to, or include, the EOP Financial Statement DateClosing Date for which no Tax Returns are yet due, EOP has incurred no the liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6Corporation and each Subsidiary for taxes allocable to periods (or portions thereof) ending on or before the Closing Date does not exceed the amount accrued on the Financial Statements for such taxes. The liability of the CodeCorporation and each Subsidiary for taxes has not increased since August 31, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than 1996, except in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (a) Each of EOP With respect to the Business, the Transferred Assets and the EOP Subsidiaries Transferred Subsidiaries, and except as set forth in Section 3.14(a) of the Disclosure Schedule, (i) has filed all Tax returns and reports Returns required to be filed pursuant to applicable Tax Law by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), or on behalf of the Transferred Subsidiaries and all the Asset Sellers have been timely filed and such returns Tax Returns are complete and reports are accurate and complete correct in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes payable or due by or on behalf of the Transferred Subsidiaries and the Asset Sellers (whether or not shown to be due on such returns and reports as required to be Tax Returns) have been paid in full by it and the due date thereof, (iii) no claims, audits, or administrative or judicial proceedings are pending or have been threatened in writing with respect to any such Taxes, (iv) there has been no written notice of pending or threated investigations, inquiries or audits by any Taxing Authority with respect to any such Taxes, (v) no Transferred Subsidiary or Asset Seller has executed any waiver of any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, (vi) there are no Liens for Taxes (other than Permitted Liens), (vii) the Transferred Subsidiaries have complied in all material respects with all applicable lawsobligations to collect or withhold in connection with amounts paid or owing to any employee, rules and regulations relating to the payment and withholding of Taxes (includingindependent contractor, without limitationcreditor, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121equityholder or other third party, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, have timely paid such withheld and paid over amounts to the proper governmental entities all amounts required Taxing Authority to be so withheld the extent due and paid over under applicable laws and regulationspayable, except(viii) no Transferred Subsidiary is a party to or bound by any tax sharing, tax indemnity or tax allocation agreement or other similar agreement with respect to all of the foregoingany other person, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than any such agreement that is (A) entered into in the ordinary course of business. No event , the principal purpose of which is not the payment of Taxes or (B) solely among Transferred Subsidiaries, (ix) no Transferred Subsidiary (A) has occurredbeen a member of any affiliated, consolidated, combined, affiliated or unitary group for any Tax purposes, except for the current consolidated, combined, affiliated or unitary groups of the Sellers and their affiliates of which LivaNova is the parent or (B) has liability for the Taxes of any Person as a result of being or having been a member of any such group, or as a transferee or successor, by contract, or otherwise, (x) (A) each Transferred Subsidiary is, and always has been, resident only in its jurisdiction of incorporation for Tax purposes and no condition Transferred Subsidiary or circumstance existsAsset Seller is or has been subject to Tax in any jurisdiction other than its jurisdiction of incorporation, which presents (B) no Transferred Subsidiary (1) is a material risk that any material Tax described “passive foreign investment company” within the meaning of Section 1297 of the Code, (2) is invested in “United States property” (within the preceding sentence will be imposed upon EOP meaning of Section 956 of the Code) or any EOP Subsidiary. Neither EOP (3) is engaged in a United States trade or business, (xi) neither Purchaser nor any EOP of its affiliates would be required to include any amount in income under Section 951 of the Code with respect to any Transferred Subsidiary is were the subject of any audittaxable year for the Transferred Subsidiary deemed to close on the Closing Date, examinationand (xii) each Transferred Subsidiary or Asset Seller with respect to the Transferred Assets has properly collected and remitted sales, value added, and similar Taxes with respect to sales made to its customers or other proceeding in respect of federal income Taxes, third parties or has received and to EOP's Knowledge, no audit, examination retained appropriate Tax exemption certificates or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any documentation qualifying such Taxes are pendingsale as exempt from such Taxes.

Taxes. (a) Each Purchaser and each of EOP and the EOP its Subsidiaries (i) has have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), of them and all such returns filed Tax Returns are complete and reports are accurate and complete in all material respects, ; and (ii) has have paid (or EOP has paid on its behalf) all material Taxes shown on such returns and reports as that are required to be paid by it and (iii) has complied in all material respects with all applicable lawsor that Purchaser or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, rules and regulations relating to the payment and withholding of Taxes (includingcreditor or third party, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, except with respect to all matters contested in good faith and for which adequate reserves have been established and reflected on the financial statements of Purchaser. None of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described Returns or material matters, in the preceding sentence will be imposed upon EOP each case pertaining to (i) income Taxes of Purchaser or any EOP Subsidiary. Neither EOP nor of its Subsidiaries or (ii) state franchise taxes imposed with reference to the income, net income, assets, or capital stock of Purchaser or any EOP Subsidiary is the subject of its Subsidiaries are currently under any audit, examinationsuit, proceeding, examination or other proceeding assessment by the IRS or the relevant state, local or foreign Tax authority and neither Purchaser nor any of its Subsidiaries has received written notice from any Tax authority that an audit, suit, proceeding, examination or assessment in respect of federal income Taxes, and such Tax Returns or matters pertaining to EOP's Knowledge, no audit, examination Taxes are pending or other proceeding in respect of federal income Taxes involving threatened. No material deficiencies have been asserted or assessments made against Purchaser or any of EOP its Subsidiaries that has not been paid or resolved in full. No material claim has been made against Purchaser or any EOP Subsidiary of its Subsidiaries by any Tax authorities in a jurisdiction where Purchaser or its Subsidiaries does not file Tax Returns that Purchaser or its Subsidiaries is being considered or may be subject to taxation by that jurisdiction. No material liens for Taxes exist with respect to any of the assets of Purchaser or any of its Subsidiaries, except for liens for Taxes not yet due and payable. Neither Purchaser nor any of its Subsidiaries has entered into any material closing agreements, private letter rulings, technical advice memoranda or similar agreement or rulings with any Tax authority, nor have any been issued by any Tax authority, in each case that have any continuing effect. To Neither Purchaser nor any of its Subsidiaries (A) have ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any Tax Return, other than, for purposes of filing affiliated, combined, consolidated or unitary Tax Returns, a group of which Purchaser was the Knowledge common parent, (B) has any liability for a material amount of EOP, no deficiencies for Taxes of any Taxes have been proposed, asserted or assessed against EOP person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), or (C) is a party to or bound by any Tax sharing or allocation agreement or has any other current or potential contractual obligation to indemnify any other person with respect to Taxes. Neither Purchaser nor any of its Subsidiaries has participated in any “listed transactions” within the meaning of Treasury Regulations Section 1.6011-4(b). Purchaser has made available to Company true and correct copies of the EOP Subsidiaries, United States federal income Tax Returns filed by Purchaser and no requests its Subsidiaries for waivers each of the time fiscal years ended December 31, 2008, 2009 and 2010. None of Purchaser or its Subsidiaries has been a “distributing corporation” or “controlled corporation” in any distribution occurring during the last 30 months that was purported or intended to assess be governed by Section 355 of the Code (or any such Taxes are pendingsimilar provision of state, local or foreign law).

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) The Company has prepared and timely filed or will timely file with the appropriate governmental agencies all material Tax returns and reports Returns required to be filed by it (after giving effect through the Effective Time, taking into account any extension of time to any filing extension properly file granted by a Governmental Entity having authority to do so)or obtained on behalf of the Company, and all each such returns Tax Return is complete and reports are accurate and complete in all material respects, ; (ii) the Company has timely paid or will timely pay all material Taxes due and payable by it through the Effective Time and has made or will make adequate accruals in accordance with GAAP for any Taxes attributable to any taxable period or portion thereof of the Company ending on or prior to the Effective Time that are not yet due and payable; (iii) all material claims, asserted deficiencies or assessments resulting from examinations of any Tax Returns filed by the Company have been paid in full or finally settled and no issue previously raised by any taxing authority reasonably could be expected to result in a proposed deficiency or assessment for any prior, parallel or subsequent period (including periods subsequent to the Effective Date); (iv) no audit or examination of the Company is ongoing, pending or, to the best knowledge of the Company, threatened by any taxing authority; (v) no extension of the period for assessment or collection of any Tax of the Company is currently in effect and no extension of time within which to file any Tax Return has been requested, which Tax Return has not since been filed; (vi) no liens have been filed with respect to any Taxes of the Company other than in respect of property taxes that are not yet due and payable; (vii) the Company has not made, and is not and will not be required to make, any adjustment (including with respect to any period after the Merger) by reason of a change in its accounting methods for any period (or EOP portion thereof) ending on or before the Effective Time; (viii) the Company has paid on its behalf) made timely payments of all material Taxes shown on such returns and reports as required to be deducted and withheld from the wages paid by it to its employees and from all other amounts paid to independent contractors creditors, stockholders or other third parties; (iiiix) has complied the Company is not a party to any tax sharing, tax matters, tax indemnification or similar agreement; (x) the Company does not own any interest in all material respects with all applicable laws, rules and regulations relating to any "controlled foreign corporation" (within the payment and withholding meaning of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Section 957 of the Code or similar provisions under any Code), "passive foreign laws) and has, investment company" (within the time period prescribed by law, withheld and paid over to meaning of Section 1296 of the proper governmental entities all amounts Code) or other entity the income of which may be required to be so withheld and paid over under applicable laws and regulations, except, with respect to all included in the income of the foregoing, where Company whether or not distributed; (xi) the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would Company has not reasonably be expected to have made an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes election under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6341(f) of the Code, and neither EOP nor any EOP Subsidiary ; (xii) no claim has incurred any material ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction; (xiii) the Company has no liability for the Taxes other than in the ordinary course of businessany person under United States Treasury Regulation ("Treas. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP Reg.") ss. 1.1502-6 (or any EOP Subsidiarysimilar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise; (xiv) the Company has never had any "undistributed personal holding company income" (as defined in Section 545 of the Code); (xv) none of the assets of the Company (a) is "tax-exempt use property" (as defined in Section 168(h)(1) of the Code), (b) may be treated as owned by any other person pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 (as in effect immediately prior to the enactment of the Tax Reform Act of 1986), (c) is property used predominantly outside the United States within the meaning of proposed Treas. Neither EOP nor any EOP Subsidiary Reg. Section 1168-2(g) (5) or (d) is "tax exempt" and financed property within the subject meaning of any audit, examinationSection 168(g)(5) of the Code; (xvi) the Company has not requested a ruling from, or entered into a closing agreement with, the IRS or any other proceeding in respect taxing authority; (xvii) the Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income TaxesTax within the meaning of Code Section 6662; (xviii) the Company has not entered into any transfer pricing agreements with any taxing authority; (xix) the Company is not a party to any "reportable transaction" within the meaning of Treas. Reg. Section 1.6011-4 other than solely as a result of a book tax difference; and (xx) the Company has previously delivered to Parent true and complete copies of (a) all federal, state, local and foreign income or franchise Tax Returns filed by the Company for the last three taxable years ending prior to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving the date hereof (except for those Tax Returns that have not yet been filed) and (b) any of EOP audit reports issued within the last three years by the IRS or any EOP Subsidiary is being considered by any Tax other taxing authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) The Company has filed all Tax material tax returns and reports required to be filed by it (after giving effect to with any filing extension properly granted by a Governmental Entity having authority to do so), governmental body and all such tax returns and reports which have been filed are accurate true, correct and complete in all material respects, . The Company has timely paid all material Taxes (ii) has paid (whether or EOP has paid on its behalf) all Taxes not shown on such returns and reports as a tax return) required to be paid paid, or claimed by it any governmental body to be required to be paid, except Taxes that are being contested in good faith. The Company has established an adequate reserve on its Financial Statements and (iii) has complied Interim Financial Statements in accordance with its applicable method of financial accounting for all material respects with all applicable laws, rules Taxes of the Company that have accrued but not yet become due and regulations relating to the payment and withholding of owing. The Company’s Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121did not, and 3402 all Taxes of the Code Company that have not yet become due and owing will not, exceed such reserve as adjusted for operations and transactions through the Closing in accordance with past practice and custom of the Company in filing its tax returns. All Taxes and other assessments and levies which the Company was or similar provisions under any foreign laws) and has, within the time period prescribed by law, is required to withhold or collect have been withheld and collected and have been paid over to the proper governmental entities all amounts required body. The Company has not waived any statute of limitations in respect of Taxes or agreed to be so withheld and paid over under applicable laws and regulations, except, any extension of time with respect to all any Tax payment, assessment, deficiency or collection. Except as set forth in Schedule 4(u), (i) the Company has never received written notice of any audit or of any proposed deficiencies from the foregoingIRS or any other taxing authority (other than routine audits undertaken in the ordinary course and which have been resolved on or prior to the date hereof); (ii) there are in effect no waivers of applicable statutes of limitations with respect to any Taxes owed by the Company for any year; (iii) neither the IRS nor any other taxing authority is now asserting or, where to the failure Company’s Knowledge, threatening to file such tax returns assert against the Company any deficiency or reports or failure to pay such claim for additional Taxes or failure to comply with such requirements would not reasonably be expected to interest thereon or penalties in connection therewith; (iv) the Company has never been a member of an affiliated group of corporations filing a combined federal income Tax return, nor does the Company have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no any liability for Taxes of any other Person under Sections 857(b), 860(cTreasury Regulations § 1.1502-6 or otherwise; and (v) or 4981 of the Code, including without limitation any Tax arising from Company has not filed a prohibited transaction described in consent under Section 857(b)(6341(t) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than concerning collapsible corporations. For the avoidance of doubt, nothing in this Section 4(u) shall be construed as a representation or warranty with respect to (i) the ordinary course of business. No event has occurred, and no condition amount or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject availability of any auditnet operating loss, examination, Tax basis or other proceeding Tax attribute of the Company in any taxable period (or portion thereof) beginning after the Closing Date or (ii) any Tax position that Purchaser or its Affiliates (including the Surviving Corporation) may take in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingtaxable period (or portion thereof).

Taxes. (a) Each Except as disclosed on Section 4.6 of EOP and the EOP Subsidiaries Disclosure Schedule, (i) has except where failure to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Companies have filed or been included in on or before the date hereof (or will timely file) or be included in) all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, for tax years or periods ending on or before the Closing Date; (ii) has paid except where the failure to pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all such Tax Returns are (or EOP has paid on its behalfwill be) complete and accurate and disclose (or will disclose) all Taxes shown on such returns and reports as required to be paid by it or with respect to the Companies for the periods covered thereby and all Taxes shown to be due on such Tax Returns have been (or will be) timely paid; (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, except where the failure to file such tax returns pay would not, individually or reports or failure to pay such Taxes or failure to comply with such requirements would not in the aggregate, reasonably be expected to have an EOP a Material Adverse Effect. The most recent audited financial statements contained , all Taxes (whether or not shown on any Tax Return) owed by the Companies or in respect of the Assets or the Business and required to be paid with respect to tax years or periods ending on or before the Closing Date have been (or will be) timely paid or are being presently contested in good faith; (iv) none of the Companies or any of their Tax Affiliates have waived or to Sellers' knowledge been requested to waive any statute of limitations in respect of Taxes; (v) there is no action, suit, investigation, audit, claim or assessment pending or proposed or to Sellers' knowledge threatened with respect to Taxes of the Companies or in respect of the Assets or the Business; (vi) all deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (i) have been paid in full; (vii) all Tax Sharing Arrangements and Tax indemnity arrangements will terminate on or prior to the Closing Date and the Companies will have no liability thereunder on or after the Closing Date; (viii) there are no liens for Taxes upon any of the assets of the Companies or the Assets except liens relating to current Taxes not yet due or for which adequate reserves are not reflected in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP books and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 records of the Code, including without limitation business; (ix) no intercompany obligation of the Companies or any Tax arising from a prohibited transaction Affiliate will remain outstanding following the Closing; (x) the Companies have no corporate acquisition indebtedness, as described in Section 857(b)(6279(b) of the Code, and neither EOP nor any EOP Subsidiary ; (xi) no consent under section 341(f) of the Code has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in been filed with respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, Companies and no requests for waivers (xii) none of the time Companies has any material amount of income reportable for a taxable period ending after the Closing Date but attributable to assess any such Taxes are pendinga transaction occurring in, or a change in accounting method for, a taxable period ending on or prior to the Closing Date.

Taxes. Except as set forth in the UCC Balance Sheet (a) Each of EOP and including the EOP Subsidiaries notes thereto), (i) has filed all Tax returns tax returns, statements, reports and reports forms (collectively, the "UCC Returns") required to be filed by it (after giving effect to with any filing extension properly granted by a Governmental Entity having taxing authority to do so)by, or with respect to, UCC and all such returns and reports are accurate and complete the UCC Subsidiaries have been filed in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects accordance with all applicable laws; (ii) UCC and the UCC Subsidiaries have timely paid all taxes shown as due and payable on the UCC Returns that have been so filed, rules and regulations relating to the payment and withholding of Taxes (includingand, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 as of the Code or similar provisions under any foreign lawstime of filing, the UCC Returns correctly reflected the facts regarding the income, business, assets, operations, activities and the status of UCC and the UCC Subsidiaries (other than taxes which are being contested in good faith and for which adequate reserves are reflected on the UCC Balance Sheet); (iii) UCC and hasthe UCC Subsidiaries have made provision for all taxes payable by them for which no UCC Return has yet been filed; (iv) the charges, within the time period prescribed by law, withheld accruals and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, reserves for taxes with respect to all of UCC and its Subsidiaries reflected on the foregoing, where UCC Balance Sheet are adequate under GAAP to cover the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof liabilities accruing through the date of such financial statements. Since the EOP Financial Statement Datethereof; (v) there is no action, EOP has incurred no liability for Taxes under Sections 857(b)suit, 860(c) proceeding, audit or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition claim now proposed or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP pending against or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in with respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP UCC or any of the EOP Subsidiaries, UCC Subsidiaries in respect of any tax where there is a reasonable possibility of a materially adverse determination; and no requests for waivers (vi) neither UCC nor any of the time to assess any such Taxes are pendingUCC Subsidiaries has been a member of an affiliated, consolidated, combined or unitary group other than one of which UCC was the common parent.

Taxes. (a) Each of EOP and Except as disclosed in Schedule 3.8 hereto, the EOP Subsidiaries (i) Company has timely filed all Tax returns and reports required or caused to be timely filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)including allowable extensions) all federal, state, local, foreign and other tax returns for income taxes, sales taxes, withholding taxes, employment taxes, property taxes, franchise taxes and all such other taxes of every kind whatsoever which are required by law to have been filed. All of the tax returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied that have been filed accurately reflect in all material respects with the facts regarding the income, deductions, credits, assets, operations, activities and all applicable laws, rules other matters and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts information required to be so withheld shown thereon. The Company has paid or caused to be paid all taxes, assessments, fees, penalties and other governmental charges which were shown to be due pursuant to said returns. All other material taxes and related assessments, fees, penalties and other governmental charges which have become due and payable have been paid over under or are being contested in good faith. The Company has not filed or entered into any election, consent or extension agreement that extends the applicable laws and regulations, except, statute of limitations with respect to its liability for taxes, except as set forth in Schedule 3.8 hereto. The provisions for income and other taxes reflected in the balance sheet included in the Financial Statements make adequate provision for all accrued and unpaid taxes of the foregoingCompany, where whether or not disputed, and the failure Company has made and will continue to file make adequate provision for such taxes on its books and records until the Effective Time, including any taxes arising from the transactions contemplated by this Agreement; provided however, no provision has been made or will be made in the Financial Statements or the Subsequent Company Financials for any taxes resulting from any tax returns election made by the Surviving Corporation subsequent to the Effective Time. Except as set forth in Schedule 3.8, the Company is not party to any action or reports proceeding pending or, to the best knowledge of the Company and the Shareholders, threatened by any governmental authority for assessment or failure collection of taxes; no unresolved claim for assessment or collection of such taxes has been asserted against the Company, and, to pay such Taxes the best knowledge of the Company and the Shareholders, no audit or failure to comply with such requirements investigation by state or local government authorities is under way that would not reasonably be expected to have an EOP a Material Adverse Effect. The most recent audited financial statements contained in Effect on the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingCompany.

Taxes. (a) Each of EOP Xxxxxx and its subsidiaries have duly filed with the EOP Subsidiaries (i) has filed appropriate federal, state, local, and foreign taxing authorities all Tax tax returns and reports required to be filed by it (after giving effect them on or prior to any filing extension properly granted by a Governmental Entity having authority to do so), the Effective Time and all such tax returns and reports are accurate true and complete in all material respects, and duly paid in full or made adequate provision for the payment of all taxes for all periods ending at or prior to the Effective Time. The liabilities and reserves for taxes reflected in the Xxxxxx balance sheets (x) as of February 28, 1995, contained in the Xxxxxx 10-K, are adequate to cover all taxes for any period ending on or prior to February 28, 1995; and (y) as of August 31, 1995, contained in the Form 10-Q filed with the SEC on or about October 15, 1995 (the "Six Month 1995 Financial Statements"), are adequate to cover all taxes for any period ending on or prior to August 31, 1995; and (z) as of November 30, 1995, contained in the Nine Month Financial Statements are adequate to cover all taxes for any period ending on or prior to November 30, 1995. Except as set forth in Section 4.12 of Xxxxxx'x Disclosure Schedule, (i) there are no material liens for taxes upon any property or asset of Xxxxxx or any subsidiary thereof, except for (x) liens for taxes not yet due and (y) any such liens for taxes shown on such Section 4.12 of Xxxxxx'x Disclosure Statement, which are being contested in good faith through appropriate proceedings; (ii) Xxxxxx has paid not made any change in accounting method, received a ruling from any taxing authority or signed an agreement with any taxing authority which will materially and adversely affect Xxxxxx in future periods; (iii) during the past three years neither Xxxxxx nor any of its subsidiaries has received any notice of deficiency, proposed deficiency or EOP has paid on assessment from any governmental taxing authority with respect to taxes of Xxxxxx or any of its behalf) all Taxes subsidiaries, except any such notice of deficiency, proposed deficiency or assessment which will not in the aggregate cause a Xxxxxx Material Adverse Effect, and, any such deficiency or assessment shown on such Section 4.12 of Xxxxxx'x Disclosure Schedule has been paid or is being contested in good faith through appropriate proceedings; (iv) the income tax returns for Xxxxxx and reports its subsidiaries are not currently the subject of any audit by the Internal Revenue Service (the "IRS") or any other national taxing authority, and such federal income tax returns have been examined by the IRS (or the applicable statutes of limitation for the assessment of federal taxes for such periods have expired) for all periods through and including February 28, 1990, and no material deficiencies were asserted as required a result of such examinations which have not been resolved and fully paid; (v) there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any taxes or deficiencies against Xxxxxx or any of its subsidiaries, and no power of attorney granted by either Xxxxxx or any of its subsidiaries with respect to any taxes is currently in force; and (vi) neither Xxxxxx nor any of its subsidiaries is a party to any agreement providing for the allocation or sharing of taxes. Neither Xxxxxx nor any of its subsidiaries has, with regard to any assets or property held, acquired or to be paid acquired by it and (iii) has complied in all material respects with all applicable lawsany of them, rules and regulations relating filed a consent to the payment and withholding application of Taxes (includingSection 341(f) of the Code. Except as set forth on Section 4.12(b) of Xxxxxx'x Disclosure Schedule, without limitation, withholding of Taxes pursuant Xxxxxx will not have any carryovers subject to Sections 1441, 1442, 1445, 3121, and 3402 limitation under Section 382 or Section 383 of the Code or similar provisions under any foreign laws) immediately after the Merger. Xxxxxx and hasits subsidiaries, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, in accordance with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 Section 482 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of properly conducted intercompany pricing studies for the Codetax year ended February 1995, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than is conducting such study in a timely manner with respect to the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingtax year ending February 1996.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) The Company and each Company Subsidiary has filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)filed, and all such returns are materially correct and reports are accurate and complete in all material respects, complete; (ii) the Company and each Company Subsidiary has paid (or EOP has paid on its behalf) all Taxes due whether or not shown on such returns and reports as required to be paid by it and any Tax Return; (iii) has complied there are no pending or, to the knowledge of the Company, threatened, audits, examinations, investigations or other proceedings in all material respects with all applicable laws, rules and regulations respect of Taxes relating to the payment Company or any Company Subsidiary; (iv) there are no Liens for Taxes upon the assets of the Company or any Company Subsidiary, other than Liens for Taxes not yet due and withholding Liens for Taxes that are being contested in good faith by appropriate proceedings; (v) neither the Company nor any of the Company Subsidiaries has any liability for Taxes of any person (includingother than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of Law), without limitationas a transferee or successor, withholding by contract, or otherwise; (vi) neither the Company nor any Company Subsidiary is a party to any agreement or arrangement relating to the allocation, sharing or indemnification of Taxes pursuant Taxes; (vii) neither the Company nor any Company Subsidiary has taken any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to Sections 1441, 1442, 1445, 3121, and 3402 prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or similar provisions under any foreign lawsand Treasury Regulations; (viii) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP the Company or any Company Subsidiary for which adequate reserves in accordance with GAAP have not been created; (ix) neither the Company nor any Company Subsidiary will be required to include any adjustment in taxable income for any Tax period ending after the Closing Date (a “Post-Closing Tax Period”) under Section 481(c) of the EOP SubsidiariesCode (or any comparable provision of Law) as a result of a change in method of accounting for any Tax period (or portion thereof) ending prior to the Closing Date (a “Pre-Closing Tax Period”) or pursuant to the provisions of any agreement entered into with any taxing authority with regard to the Tax liability of the Company or any Company Subsidiary for any Pre-Closing Tax Period; (x) the financial statements included in the Company SEC Documents reflect an adequate reserve in accordance with GAAP for all Taxes for which the Company or any Company Subsidiary may be liable for all taxable periods and portions thereof through the date hereof; (xi) no person has granted any extension or waiver of the statute of limitations period applicable to any Tax of the Company or any Company Subsidiary or any affiliated, combined or unitary group of which the Company or any Company Subsidiary is or was a member, which period (after giving effect to such extension or waiver) has not yet expired, and there is no requests for waivers currently effective “closing agreement” pursuant to Section 7121 of the time Code (or any similar provision of foreign, state or local Law); (xii) the Company and each Company Subsidiary have withheld and remitted to assess the appropriate taxing authority all Taxes required to have been withheld and remitted in connection with any such Taxes are pendingamounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party; (xiii) neither the Company nor any Company Subsidiary has distributed the stock of another person or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code; (xiv) neither the Company nor any Company Subsidiary has participated in any transaction that has been identified by the Internal Revenue Service in any published guidance as a reportable transaction; and (xv) the consolidated federal income Tax Returns of the Company have been examined, or the statute of limitations has closed, with respect to all taxable years through and including 2005.

Taxes. (a) Each Purchaser and each of EOP and the EOP its Subsidiaries (i) has have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), of them and all such returns filed Tax Returns are complete and reports are accurate and complete in all material respects, ; and (ii) has have paid (or EOP has paid on its behalf) all material Taxes shown on such returns and reports as that are required to be paid or that Purchaser or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith and for which adequate reserves have been established and reflected on the financial statements of Purchaser. None of the material Tax Returns or material matters, in each case pertaining to (i) income Taxes of Purchaser or any of its Subsidiaries or (ii) state franchise taxes imposed with reference to the income, net income, assets, or capital stock of Purchaser or any of its Subsidiaries are currently under any audit, suit, proceeding, examination or assessment by it the IRS or the relevant state, local or foreign Tax authority and neither Purchaser nor any of its Subsidiaries has received written notice from any Tax authority that an audit, suit, proceeding, examination or assessment in respect of such Tax Returns or matters pertaining to Taxes are pending or threatened. No material deficiencies have been asserted or assessments made against Purchaser or any of its Subsidiaries that has not been paid or resolved in full. No material claim has been made against Purchaser or any of its Subsidiaries by any Tax authorities in a jurisdiction where Purchaser or its Subsidiaries does not file Tax Returns that Purchaser or its Subsidiaries is or may be subject to taxation by that jurisdiction. No material liens for Taxes exist with respect to any of the assets of Purchaser or any of its Subsidiaries, except for liens for Taxes not yet due and payable. Neither Purchaser nor any of its Subsidiaries has entered into any material closing agreements, private letter rulings, technical advice memoranda or similar agreement or rulings with any Tax authority, nor have any been issued by any Tax authority, in each case that have any continuing effect. Neither Purchaser nor any of its Subsidiaries (iiiA) have ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any Tax Return other than, for purposes of filing affiliated, combined, consolidated or unitary Tax Returns, a group of which Purchaser was the common parent, (B) has complied in all any liability for a material respects with all applicable laws, rules and regulations relating to the payment and withholding amount of Taxes of any person under Treasury Regulations Section 1.1502-6 (includingor any similar provision of state, without limitationlocal or foreign law), withholding or (C) is a party to or bound by any Tax sharing or allocation agreement or has any other current or potential contractual obligation to indemnify any other person with respect to Taxes. Neither Purchaser nor any of Taxes pursuant its Subsidiaries has participated in any “listed transactions” within the meaning of Treasury Regulations Section 1.6011-4(b). Purchaser has made available to Sections 1441Company true and correct copies of the United States federal income Tax Returns filed by Purchaser and its Subsidiaries for each of the fiscal years ended December 31, 14422008, 1445, 3121, 2009 and 3402 2010. None of Purchaser or its Subsidiaries has been a “distributing corporation” or “controlled corporation” (i) in any distribution occurring during the last 30 months that was purported or intended to be governed by Section 355 of the Code (or any similar provisions under provision of state, local or foreign law) or (ii) in any foreign laws) and has, distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all meaning of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6355(e) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in ) of which the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents Mergers are a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingpart.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed all All income, franchise and other Tax returns Returns that are material, and reports that are required to be filed by it by, or with respect to, the Company and each of the Transferred Subsidiaries have been timely filed with the appropriate Tax Authority (after giving effect to any filing extension properly granted actually obtained valid extensions of time within which to make such filings) in the manner prescribed by a Governmental Entity having authority to do so)Law, and (ii) all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalfiii) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld shown as due on such Tax Returns, or material amounts of Taxes otherwise due from, or with respect to, the Company, the Transferred Subsidiaries or the business or assets of the Company and each Transferred Subsidiary, have been fully and timely paid over under applicable laws in the manner prescribed by Law, and regulations, except, (iv) with respect to all any taxable period for which such Tax Returns have not yet been filed and for which Taxes are not yet due and owing, the Company and each of the foregoing, where Transferred Subsidiaries have made adequate and sufficient accruals for Taxes on the failure most recent financial statements of the Company and each Transferred Subsidiary in accordance with all generally accepted accounting principles which are applicable to file such tax returns the Company and each of the Transferred Subsidiaries. No Person has waived or reports or failure to pay such extended in writing any period of limitations in respect of material amounts of Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in Returns of the preceding sentence will be imposed upon EOP Company or any EOP Subsidiary. Neither EOP nor any EOP Transferred Subsidiary which waiver is the subject of any audit, examination, or other proceeding currently in respect of federal income Taxeseffect, and there are no written requests or demands to EOP's Knowledge, extend or waive any such period of limitation. There are no audit, examination or other proceeding in respect Liens for any material amounts of federal income Taxes involving any of EOP upon the Shares or any EOP Subsidiary is being considered by any Tax authority. To assets of the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Company or any of the EOP SubsidiariesTransferred Subsidiary, and no requests except for waivers of the time to assess any such statutory Liens for Taxes are pendingnot yet due.

Taxes. (a) Each Except as set forth in Section 4.13 of EOP the Buyer Disclosure Schedule, each of Buyer and the EOP its Subsidiaries has (i) has duly and timely filed (including applicable extensions granted without penalty) all material Tax returns and reports Returns (as hereinafter defined) required to be filed by it (after giving effect at or prior to any filing extension properly granted by a Governmental Entity having authority to do so)the Effective Time, and all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, and (ii) has paid (in full or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied made adequate provision in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained of Buyer (in the EOP SEC Documents reflect an adequate reserve accordance with GAAP) for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of businessTaxes. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted asserted, or assessed against EOP or with respect to Buyer or any of its Subsidiaries. Except as set forth in Section 4.13 of the EOP SubsidiariesBuyer Disclosure Schedule, (i) there are no liens for Taxes upon the assets of either Buyer or its Subsidiaries except for statutory liens for current Taxes not yet due, (ii) neither Buyer nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed and no requests request for waivers of the time to assess any such Taxes are pendingpending or outstanding, (iii) with respect to each taxable period of Buyer and its Subsidiaries, the federal and state income Tax Returns of Buyer and its Subsidiaries have been audited by the Internal Revenue Service or appropriate state tax authorities or the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, (iv) neither Buyer nor any of its Subsidiaries has filed or been included in a combined, consolidated or unitary income Tax Return other than one in which Buyer was the parent of the group filing such Tax Return, (v) neither Buyer nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes (other than the allocation of federal income taxes as provided by Regulation 1.1552-l(a) (1) under the Code), (vi) neither Buyer nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar or corresponding provision or requirement of state, local or foreign income Tax law), by reason of the voluntary change in accounting method (nor has any taxing authority proposed in writing any such adjustment or change of accounting method), (vii) neither Buyer nor any of its Subsidiaries has filed a consent pursuant to Section 341(f) of the Code, and (viii) neither Buyer nor any of its Subsidiaries has made any payment or will be obligated to make any payment in connection with this transaction (by contract or otherwise) which will not be deductible by reason of Section 280G of the Code.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed all All Tax returns and reports Returns required to be filed by it or with respect to the Seller, the Purchased Assets or the Business (after giving effect to including any filing extension properly granted by a Governmental Entity having authority to do soconsolidated, combined or unitary Tax Return that includes the Seller) have been timely filed (taking into account any validly obtained extensions), and (b) all Taxes required to be shown on such Tax Returns or otherwise due by or with respect to the Seller, the Purchased Assets or the Business have been timely paid, (c) all such returns and reports Tax Returns (insofar as they relate to the Seller, the Purchased Assets or the Business) are accurate true, correct and complete in all material respects, (iid) no adjustment relating to such Tax Returns has paid been proposed in writing by any Governmental Authority (insofar as either relates to the Seller, the Purchased Assets or EOP has paid the Business), (e) there are no pending or, to the best Knowledge of the Seller or Parent after due inquiry, overtly threatened Actions for the assessment or collection of Taxes against the Seller, the Purchased Assets or the Business or any Person that was included in the filing of a Tax Return with the Seller on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied a consolidated, combined or unitary basis, in all material respects with all applicable lawseach case, rules and regulations relating to the payment Purchased Assets or the Business, (f) there are no Tax liens on any of the Purchased Assets except for Taxes not yet due and withholding payable, (g) there are no written requests for information outstanding from a Tax authority in respect of Taxes (including, without limitation, withholding of that could affect the Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over relating to the proper governmental entities Business, (h) neither the Seller nor Parent has received any notice or inquiry from any jurisdiction where the Seller or Parent does not currently file Tax Returns to the effect that such filings may be required with respect to the Business or that the Business may otherwise be subject to taxation by such jurisdiction, (i) Parent, the Seller and Parent’s other Affiliates have properly and timely withheld, collected or deposited all amounts required to be so withheld and paid over under applicable laws and regulationswithheld, exceptcollected or deposited in respect of Taxes relating to the Purchased Assets or the Business, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c(j) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described except as disclosed in Section 857(b)(63.22(j) of the CodeDisclosure Schedule, there are no Tax claims or audits by any Tax authority in progress or pending relating to the Purchased Assets or the Business, nor has the Seller or Parent received any written notice indicating that a Governmental Authority intends to conduct or assert such a claim, audit, other investigation or inquiry, (k) no Assumed Liabilities consist of any tax sharing or tax indemnity agreements pursuant to which the Purchaser will have an obligation to make a payment to any Person after the Closing, (l) (A) the Seller is entitled to the reduced rates of Tax or other Tax benefits under the Enterprise Zone Agreement entered into between the Board of Commissioners of Xxxx County and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than MW Custom Papers, LLC on October 15, 2003 (the “Enterprise Zone Agreement”) and (B) except as disclosed in Section 3.22(l) of the ordinary course Disclosure Schedule none of business. No event has occurredParent, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP Seller or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any auditParent’s other Affiliates, examinationare a party to, or otherwise entitled to the benefits of, any similar agreement relating to the Purchased Assets or the Business, (m) Section 3.22(m) of the Disclosure Schedule lists all state and local jurisdictions in which the Seller has made estimated or other proceeding in respect Tax payments of federal income sales Taxes, use Taxes or Income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving (n) any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any unpaid liability of the EOP Subsidiaries, Seller for the commercial activities Tax and no requests for waivers sales Taxes of the time to assess any such Taxes State of Ohio that have accrued but that are pendingnot yet due and payable does not exceed $10,000 in the aggregate.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) Each of ASB Bancorp and its Subsidiaries has duly and timely filed (including applicable extensions granted) all Tax returns and reports Returns (as defined in this Section below) that it was required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)file, and all such returns Tax Returns are true, complete and reports are accurate and complete in all material respects, ; (ii) has except as disclosed in Section 4.10(a) of the ASB Bancorp Disclosure Schedule, ASB Bancorp and its Subsidiaries have timely paid (or EOP has paid on its behalf) all Taxes (as defined in this Section below) due and owing (whether or not shown on such returns any Tax Return) and reports have adequately reserved in the financial statements of ASB Bancorp in accordance with GAAP for all Taxes (whether or not shown on any Tax Return) that have accrued but are not yet due or owing as required to be paid by it and of the dates thereof; (iii) has complied in all material respects with all applicable lawsthere are no pending or, rules and regulations relating to the payment and withholding knowledge of Taxes (includingASB Bancorp, without limitationthreatened audits, withholding of Taxes pursuant to Sections 1441examinations, 1442investigations, 1445deficiencies, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, claims or other proceeding proceedings in respect of federal income TaxesTaxes relating to ASB Bancorp or any Subsidiary of ASB Bancorp; (iv) there are no liens for Taxes upon the assets of ASB Bancorp or any Subsidiary of ASB Bancorp, and other than liens for current Taxes not yet due; (v) neither ASB Bancorp nor any of its Subsidiaries has requested any extension of time within which to EOP's Knowledge, no audit, examination or other proceeding file any Tax Returns in respect of federal income Taxes involving any of EOP taxable year which have not subsequently been filed when due (pursuant to such extension), nor provided or been requested to provide any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any Taxes that are pending or outstanding; (vi) with respect to each taxable period of ASB Bancorp and its Subsidiaries, the federal and state income Tax Returns of ASB Bancorp and its Subsidiaries have either been audited by the Internal Revenue Service (the "IRS") or appropriate state tax authorities or the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, except as disclosed in Section 4.10(a) of the ASB Bancorp Disclosure Schedule; (vii) neither ASB Bancorp nor any of its Subsidiaries (a) has 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 (other than with a group the common parent of which was ASB Bancorp), (b) has ever been a party to any Tax sharing, indemnification or allocation agreement (other than with a group the common parent of which was ASB Bancorp), (c) has any liability for the Taxes are pendingof any person (other than ASB Bancorp or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or agreement, or otherwise and (d) is a party to any joint venture, partnership or other arrangement that is being treated as a partnership for federal income Tax purposes; (viii) neither ASB Bancorp nor any of its Subsidiaries 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 ASB Bancorp 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 (A) in the two (2) years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger; (x) ASB Bancorp and each of its Subsidiaries have withheld with respect to its Employees all federal, state and foreign income taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be withheld, and have timely paid such taxes withheld over to the appropriate authorities; (xi) neither ASB Bancorp nor any of its Subsidiaries has been a party to any "reportable transaction" as defined in Treasury Regulation Section 1.6011-4(b) and (xii) no Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on UDS, (A) each of UDS and its Subsidiaries has duly and timely filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)it, and all such returns Tax Returns are true, complete and reports are accurate and complete in all material respects, ; (iiB) UDS and each of its Subsidiaries has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it, and has paid all Taxes that it and was required to withhold from amounts owing to any employee, creditor or third party; (iiiC) has complied in all material respects with all applicable lawsthere are no pending or, rules and regulations relating to the payment and withholding knowledge of Taxes (includingUDS, without limitationthreatened audits, withholding of Taxes pursuant to Sections 1441examinations, 1442investigations, 1445deficiencies, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, claims or other proceeding proceedings in respect of federal income TaxesTaxes relating to UDS or any Subsidiary of UDS; (D) there are no liens for Taxes upon the assets of UDS or any Subsidiary of UDS, other than liens for current Taxes not yet due and liens for Taxes that are being contested in good faith by appropriate proceedings; (E) neither UDS nor any of its Subsidiaries has requested any extension of time within which to EOP's Knowledge, no audit, examination or other proceeding file any Tax Returns in respect of federal income Taxes involving any of EOP taxable year which have not subsequently been filed when due (pursuant to such extension), nor provided or been requested to provide any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes that are pendingpending or outstanding; (F) the consolidated federal income Tax Returns of UDS have been examined, or the statute of limitations has closed, with respect to all taxable years through and including 1994; (G) neither UDS nor any of its Subsidiaries has any liability for Taxes of any Person (other than UDS and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law); and (H) neither UDS nor any Subsidiary of UDS is a party to any agreement (with any Person other than UDS and/or any of its Subsidiaries) relating to the allocation or sharing of Taxes which is currently in force.

Taxes. (a1) Each of EOP and the EOP Subsidiaries (i) has filed all All Tax returns and reports Returns that are required to be filed (taking into account any extensions of time within which to file) by or with respect to it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)and its Subsidiaries have been duly, timely and all such returns and reports are accurate and complete in all material respectsaccurately filed, (ii) has paid (or EOP has paid on its behalf2) all Taxes shown on such returns and reports as required to be due on the Tax Returns referred to in clause (1) have been paid by in full, (3) all Taxes that it and (iii) has complied in all material respects with all applicable lawsor any of its Subsidiaries is obligated to withhold from amounts owing to any employee, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code creditor or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and third party have been paid over to the proper governmental entities all amounts required Governmental Authority in a timely manner, to be so withheld the extent due and paid over under applicable laws payable, and regulations, except, (4) no extensions or waivers of statutes of limitation have been given by or requested with respect to any of its U.S. federal income taxes or those of its Subsidiaries. It has made provision in accordance with GAAP, in the financial statements included in the Regulatory Filings filed before the date hereof, for all Taxes that accrued on or before the end of the foregoingmost recent period covered by its Regulatory Filings filed before the date hereof. As of the date hereof, where the failure neither it nor any of its Subsidiaries has any reason to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not believe that any conditions exist that could reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in prevent or impede the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and Merger from qualifying as a reorganization within the EOP Subsidiaries for all taxable periods and portions thereof through the date meaning of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6368(a) of the Code. No Liens for Taxes exist with respect to any of its assets or properties or those of its Subsidiaries, except for statutory Liens for Taxes not yet due and payable or that are being contested in good faith and reserved for in accordance with GAAP. Neither it nor any of its Subsidiaries has been a party to any distribution occurring during the two-year period prior to the date of this Agreement in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied, except for distributions occurring among members of the same group of affiliated corporations filing a consolidated federal income tax return. No material deficiencies for Taxes have been claimed, proposed or assessed against it or any of its Subsidiaries in writing by any taxing or other Governmental Authority, and neither EOP it nor any EOP Subsidiary of its Subsidiaries has incurred received any written notice of any potential material claim, proposal or assessment against it or any of its Subsidiaries for any such deficiency for Taxes. There are no pending audits, investigations or claims for or relating to any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP it or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding its Subsidiaries in respect of federal income Taxes, and to EOP's Knowledge, there are no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP matters under discussion between it or any of its Subsidiaries on the EOP Subsidiaries, one hand and no requests for waivers any Governmental Authority on the other hand with respect to material Taxes. None of its Tax Returns or the Tax Returns of any of its Subsidiaries is currently being examined by any Governmental Authority. Neither it nor any of its Subsidiaries has entered into a closing agreement pursuant to Section 7121 of the time Code that requires it to assess include an item of income in a Tax period ending after the Closing Date. Since December 31, 2001, no written claim has been made by any Governmental Authority with respect to it or any of its Subsidiaries in a jurisdiction where it or such Subsidiary does not file Tax Returns that it or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither it nor any of its Subsidiaries has (i) been a member of an affiliated group (within the meaning of Section 1504 of the Code) or an affiliated, combined, consolidated, unitary, or similar group for state or local Tax purposes, other than the group of which it is the common parent or (ii) any liability for the Taxes are pendingof another person (other than it or any of its Subsidiaries) under section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither it nor any of its Subsidiaries has agreed or is required to include in income for any Tax period ending after the Closing Date any material adjustment under either Section 481(a) or Section 482 of the Code (or an analogous provision of state, local, or foreign law) by reason of a change in accounting method or otherwise. Neither it nor any of its Subsidiaries is a party to any contract, agreement, plan or arrangement relating to allocating or sharing the payment of, indemnity for, or liability for, Taxes with respect to any taxable period. Neither it nor any of its Subsidiaries has any material deferred income reportable for a period ending after the Closing Date but that is attributable to a transaction (e.g., an installment sale) occurring in, or resulting from a change of accounting method for, a period ending on or prior to the Closing Date. Neither it nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of section 1.6011-4(b)(2) of the Treasury Regulations (or any analogous provision of state law).

Taxes. (a) Each Except as would not, individually or in the aggregate, reasonably be expected to result in an American Material Adverse Effect, American and each of EOP and the EOP its Subsidiaries (i) has have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), of them and all such returns filed Tax Returns are complete and reports are accurate accurate; and complete in all material respects, (ii) has have paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as that are required to be paid by it and (iii) has complied in all material respects with all applicable lawsor that American or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, rules and regulations relating to the payment and withholding of Taxes (includingcreditor or third party, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, except with respect to all matters contested in good faith for which adequate reserves have been established on the most recent consolidated balance sheet included in or incorporated into the American Reports. As of the foregoingdate hereof, where except as would not, individually or in the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not aggregate, reasonably be expected to result in an increase in Taxes that is material to American, there are no audits, examinations, investigations or other proceedings, in each case, pending or threatened in writing, in respect of Taxes or Tax matters. American has made available to US Airways true and correct copies of the United States federal income Tax Returns filed by American and its Subsidiaries for each of the fiscal years ended December 31, 2011 and 2010. None of American or its Subsidiaries has been a “distributing corporation” or “controlled corporation” in any distribution occurring during the last 30 months that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law). Neither American nor any of its Subsidiaries has taken any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a “reorganization” with the meaning of Section 368(a) of the Code. There are no Liens for Taxes on any asset of American or any of its Subsidiaries, except for Liens for Taxes not yet due and payable or not yet delinquent, Liens for Taxes being contested in good faith for which appropriate reserves have been established on the most recent consolidated balance sheet included in or incorporated into the American Reports, and Liens for Taxes that would not, individually or in the aggregate, reasonably be expected to result in an EOP American Material Adverse Effect. The most recent audited financial statements contained As used in this Agreement, (i) the EOP SEC Documents reflect an adequate reserve for term “Tax” (including, with correlative meaning, the term “Taxes”) includes all material Taxes payable by EOP federal, state, local and the EOP Subsidiaries for all taxable periods foreign income, profits, franchise, gross receipts, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, escheat, production, value added, occupancy and portions thereof through the date of such financial statements. Since the EOP Financial Statement Dateother taxes, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) duties or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject assessments of any auditnature whatsoever, examinationtogether with all interest, or other proceeding penalties and additions imposed with respect to such amounts and any interest in respect of federal income Taxessuch penalties and additions, and (ii) the term “Tax Return” includes all returns, reports and other documents (including elections, declarations, disclosures, schedules, estimates and information returns) required or permitted to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any be supplied to a Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time authority relating to assess any such Taxes are pendingTaxes.

Taxes. (a) Each Except to the extent the failure to do so would not, ----- individually or in the aggregate, have a Material Adverse Effect on OSI, OSI and each of EOP its subsidiaries, and the EOP Subsidiaries (i) any consolidated, combined, unitary or aggregate group for Tax purposes of which OSI or any of its subsidiaries is or has been a member have timely filed all Tax returns and reports Returns required to be filed by it it, have paid all Taxes due and have provided adequate accruals in accordance with generally accepted accounting principles in their financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. All Tax Returns filed are complete and accurate, except to the extent that any inaccuracies in filed Tax Returns would not, individually or in the aggregate, have a Material Adverse Effect on OSI. Except as disclosed in the OSI Disclosure Letter, (after giving effect to i) no claim for Taxes has become a lien against the property of OSI or any filing extension properly granted by a Governmental Entity having authority to do so), of its subsidiaries or is being asserted against OSI or any of its subsidiaries other than liens for Taxes not yet due and all such returns and reports are accurate and complete in all material respectspayable, (ii) has paid no audit of any Tax Return of OSI or any of its subsidiaries is being conducted by a Tax authority (defined below), and there is no deficiency, refund litigation, proposed adjustment or EOP has paid on its behalf) all matter in controversy with respect to any Taxes shown on such returns and reports as required to be paid by it and due, (iii) no extension of the statute of limitations on the assessment of any Taxes has complied been granted by OSI or any of its subsidiaries and is currently in all material respects with all applicable lawseffect, rules and regulations relating (iv) there is no agreement, contract or arrangement to which OSI or any of its subsidiaries is a party that may result in the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements amount that would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable deductible by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date reason of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) 280G or 4981 404 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability . All assessments for Taxes other than in the ordinary course of business. No event has occurred, due and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered owing by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP OSI or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.its subsidiaries

Taxes. (a) Each of EOP and Except as would not, individually or in the EOP Subsidiaries aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) has filed all All Tax returns and reports Returns required to be have been filed by it or with respect to the Company or any of the Company Subsidiaries have been timely filed (after giving effect taking into account any extension of time to any filing extension properly file granted by a Governmental Entity having authority to do soor obtained), and all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, ; (ii) has all Taxes due and payable by the Company or any of the Company Subsidiaries (whether or not shown on any Tax Return) have been timely paid or will be timely paid (or EOP other than those Taxes being contested in good faith and for which adequate reserves have been established in the Company Financial Statements), and where payment of any Taxes is not yet due, each of the Company and the Company Subsidiaries has paid on established in accordance with GAAP an adequate accrual for all material Taxes through the end of the last period for which it ordinarily records items in its behalf) all books and records, and such Taxes shown on such returns and reports as required to will be paid by it and remitted when due; (iii) no deficiency for any Tax has complied been asserted, proposed or assessed by a Governmental Entity against the Company or any of the Company Subsidiaries that has not been satisfied by payment, settled or withdrawn or that is being contested in all material respects good faith through appropriate proceedings; (iv) no audit or other Action by any Governmental Entity is pending or threatened in writing with all applicable laws, rules and regulations relating respect to the payment Company or any Company Subsidiary; (v) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from the Company or any of the Company Subsidiaries for any taxable period and withholding no request for any such waiver is currently pending; (vi) each of Taxes the Company and the Company Subsidiaries is not subject to any pending tax collection suit, proceeding or claim that in any way could result in any liability; (includingvii) each of the Company and the Company Subsidiaries is not a party or subject to any Tax deficiency or infraction notice, without limitationproceeding or claim of assessment, withholding of Taxes pursuant collection or debt in arrears regarding any Taxes, either in court or in the administrative sphere; (viii) neither the Company nor any Company Subsidiary is party to Sections 1441, 1442, 1445, 3121any Tax allocation or sharing agreement, and 3402 neither the Company nor any Company Subsidiary has any liability for Taxes of another 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-U.S. Law) as a result of filing Tax Returns on an affiliated, consolidated, combined, unitary or aggregate basis with such Person, or as a transferee or successor; (ix) each of the Code or similar provisions under any foreign laws) Company and hasthe Company Subsidiaries has collected, within the time period prescribed by lawdeducted, withheld and paid over to the proper governmental entities all amounts Taxes required to be so have been collected, deducted, withheld and paid over under applicable laws by it in connection with amounts paid or owing to it or to any employee, independent contractor, creditor, shareholder, or other third party, (x) there are no Tax liens on any assets of the Company or any of the Company Subsidiaries (other than Permitted Liens); (xi) the Company and regulationsthe Company Subsidiaries are in compliance, exceptin all material respects, with respect to all applicable transfer pricing requirements (including section 247 of the foregoing, Income Tax Act (Canada)); and (xii) no Governmental Entity of a jurisdiction where any of the failure Company and the Company Subsidiaries does not file a Tax Return has made a claim that such entity is or may be subject to Tax or is required to file any Tax Return in such tax returns jurisdiction. The Company has not taken any action (nor permitted any action to be taken), and is not aware of any fact or reports or failure to pay such Taxes or failure to comply with such requirements circumstance, that would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in prevent, impair or impede the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Intended Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingTreatment.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) The Partnership has filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), on or before the date hereof and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes Taxes, together with any interest and penalties owing in connection therewith, shown on such returns and reports as Tax Returns to be due in respect of the periods covered by such Tax Returns or which are required to be paid by it without the filing of a Tax Return. The Partnership does not have any known liability for Taxes with respect to such periods in excess of the amounts so paid, except (a) to the extent accruals or reserves therefor are set forth in the Financial Statements of the Partnership, (b) for such taxes as are being contested in good faith, or (c) as otherwise set forth in Schedule 5.11. Schedule 5.11 sets forth a complete list of (i) all Tax Returns of the Partnership for periods ending before the date of this Agreement which have not yet been filed and the due dates therefor; (ii) dates through which the IRS or any other taxing authority has examined the Tax Returns of the Partnership; (iii) all Tax Returns of the Partnership for which the statute of limitations for the assessment of Taxes has not yet expired, the expiration date(s) of such statutes of limitations, and whether such statutes of limitations have been requested to be extended; and (iv) all Tax Returns of the Partnership that have been examined by any taxing authority or are presently under examination by any taxing authority and the results or status of such examinations. Except as set forth on Schedule 5.11, neither the IRS nor any other taxing authority is now asserting or to the knowledge of the Partnership threatening or proposing to assert any deficiency or claim for material additional Taxes of the Partnership, nor is any administrative or court proceeding pending with respect thereto. Except as set forth in Schedule 5.11, the Partnership has not entered into a closing agreement or similar arrangement with the IRS or any other taxing authority that is presently in effect. The Partnership has made available to the Corporation true and complete copies of all Tax Returns filed by the Partnership for all years for which the statute of limitations for the assessment of Taxes has not yet expired. The Partnership has complied with the information reporting requirements under the Code in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingrespects.

Taxes. (a) Each of EOP and Except as would not, individually or in the EOP Subsidiaries aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) has the Company and each of its Subsidiaries have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), of them and all such returns filed Tax Returns are complete and reports are accurate and complete in all material respects, ; (ii) has the Company and each of its Subsidiaries have paid (all Taxes, or EOP has paid on its behalf) have withheld and remitted to the appropriate taxing authority all Taxes shown on due and payable or, where payment is not yet due or where such returns and reports as required to be paid by it and (iii) has complied Taxes are being challenged in good faith, have established in accordance with GAAP an adequate accrual for all material respects with all applicable laws, rules and regulations relating to Taxes through the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 end of the Code or similar provisions under any foreign laws) and has, within last period covered by the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through Company Reports filed on or prior to the date of such financial statements. Since this Agreement; (iii) the EOP Financial Statement Date, EOP Company and each of its Subsidiaries have not waived any statute of limitations with respect to Taxes which has incurred no not since expired or agreed to any extension of time with respect to a Tax assessment or deficiency which has not since expired; (iv) neither the Company nor any of its Subsidiaries (A) is or has ever been a member of an affiliated group (other than a group the common parent of which is the Company or consisting solely of some or all of the Company’s Subsidiaries) filing a consolidated tax return or (B) has any liability for Taxes under Sections 857(b)of any person (other than the Company and its Subsidiaries) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, 860(clocal or foreign law, or as a transferee or successor, by contract, or otherwise; (v) or 4981 none of the CodeCompany or any of its Subsidiaries is a party to, including without limitation is bound by or has any obligation under any Tax arising from sharing or Tax indemnity agreement or similar contract or arrangement; (vi) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” under Section 6011 of the Code and the regulations thereunder; (vii) all of the payments by the Company and its Subsidiaries to agents, consultants and other third parties have been in payment of bona fide fees and commissions and not as a prohibited transaction payment described in Section 857(b)(6162(c) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP Code or any EOP Subsidiary. Neither EOP nor similar provision under foreign law; (viii) no claim has ever been made in writing by any EOP Subsidiary authority in a jurisdiction where the Company does not file a Tax Return that the Company is or may be subject to taxation by that jurisdiction; and (ix) as of the subject date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any auditaudits, examinationexaminations, investigations or other proceeding proceedings in respect of federal income Taxes, and Taxes or Tax matters with respect to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Company or any of the EOP its Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (aa)(i) Each of EOP The Company and the EOP Subsidiaries (i) has have filed all income Tax returns Returns and all other material Tax Returns and reports required to be filed by it (after giving effect them and have paid and discharged all Taxes required to any filing extension properly granted by a Governmental Entity having authority to do so), be paid or discharged thereon and all other material amounts of Taxes required to be paid or discharged; (ii) all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and ; (iii) has complied in all material respects with all applicable laws, rules and regulations no adjustment relating to such Tax Returns has been proposed formally or, to the payment knowledge of the Company, informally by any taxing authority; (iv) neither the IRS nor any other United States or non-United States taxing authority or agency is now asserting or, to the knowledge of the Company, threatening to assert against the Company or any Subsidiary, any deficiency or claim for any Taxes or interest thereon or penalties in connection therewith; (v) neither the Company nor any Subsidiary has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax; (vi) the accruals and withholding reserves for Taxes reflected on the consolidated balance sheet of the Company and the consolidated Subsidiaries as of December 31, 2006 are adequate to cover all income Taxes and all other material Taxes accruable through such date (includingincluding interest and penalties, without limitationif any, withholding thereon) in accordance with U.S. GAAP; (vii) there are no Tax liens upon any property or assets of the Company or any of the Subsidiaries except liens for current Taxes not yet due; (viii) neither the Company nor any of the Subsidiaries has been required to include in income, any adjustment pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or similar provisions under any foreign lawsof the Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method; (ix) from and hasafter January 1, 2002, the Company and any Subsidiary that has been incorporated or organized in the United States has been and continues to be a member of the affiliated group (within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all meaning of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(61504(a)(1) of the Code) for which the Company files a consolidated Tax Return as the common parent, and neither EOP nor has not been includible in any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material consolidated Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies Return for any Taxes have been proposed, asserted or assessed against EOP taxable period for which the statute of limitations has not expired; (x) none of the Company or any of its Subsidiaries has been a United States real property holding corporation within the EOP Subsidiaries, and no requests for waivers meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xi) the Company has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (xii) neither the Company nor any Subsidiary is subject to assess any such Taxes accumulated earnings Tax, personal holding company Tax or similar Tax; (xiii) there are pendingno intercompany transactions within the meaning of Treasury Regulation Section 1.1502-13; (xiv) there are no excess loss accounts within the meaning of Treasury Regulation Section 1.1502-19; and (xv) none of the Company or any of its Subsidiaries is a party to any Tax-sharing or allocation agreement.

Taxes. (a) Each Except as set forth in Section 3.10 of EOP and the EOP Subsidiaries Company Disclosure Schedule: (i) has filed all Tax returns and reports Returns required to be filed by it or on behalf of the Company and its Subsidiary have been filed (after giving effect taking into account any extension of time to any filing extension properly granted by a Governmental Entity having authority to do so), file) and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and them (whether or not shown on any Tax Return) have been paid, (ii) there are no pending written proposed, outstanding or assessed deficiencies or adjustments or other written claims for unpaid Taxes that have been received by the Company or its Subsidiary, (iii) has all Taxes that the Company and its Subsidiary are required to withhold or collect have been duly withheld or collected and have been paid over, as required, to the appropriate taxing authority, and the Company and its Subsidiaries have fully complied in all material respects with all applicable lawsassociated reporting and recordkeeping requirements, rules (iv) there are no audits, examinations or administrative or judicial proceedings pending or in progress with respect to Taxes of the Company or its Subsidiary, (v) no waivers of statutes of limitations or extension of time for any Tax assessments or deficiencies have been given with respect to any Taxes with respect to the Company and regulations its Subsidiary, which waivers or extensions are currently in effect; (vi) there are no liens for Taxes on any assets of the Company or its Subsidiary other than liens for Taxes not yet due and payable; (vii) since January 1, 2003, no claim has been made by an authority in a jurisdiction where the Company or its Subsidiary does not file Tax Returns that the Company or its Subsidiary is or may be required to file Tax Returns by that jurisdiction; (viii) the Company and its Subsidiary have provided to the Purchaser true, correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company or any Subsidiary since December 31, 1998; (ix) no closing agreements, private letter rulings, advance pricing agreement, technical advice memoranda or other agreements or rulings relating to Taxes have been entered into or issued by any governmental or taxing authority with or in respect of the payment Company or its Subsidiary; (x) neither the Company nor any Subsidiary is a party to any Tax sharing, allocation or indemnification agreement or arrangement or has any liability for the Taxes of any Person (other than the Company and withholding its Subsidiary) under Treasury Regulation Section 1.1502-6, as a transferee or successor, by contract or otherwise; (xi) neither the Company nor its Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted, or would result, separately or in the aggregate, in an “excess parachute payment” within the meaning of Taxes Code Section 280G (includingor any corresponding provision of state, without limitation, withholding of Taxes local or foreign Tax law); (xii) neither the Company nor any Subsidiary is or has been required to make any adjustment pursuant to Code Section 481(a) (or any predecessor provision) or any similar provision of state, local or foreign tax law by reason of any change in any accounting methods and there is no application pending with any Governmental Authority requesting permission for any changes in any of its accounting methods for Tax purposes; (xiii) neither the Company nor its Subsidiary has participated in any “reportable transaction” within the meaning of U.S. Treasury Regulation Section 1.6011-4 or any “tax shelter” within the meaning of Sections 1441, 1442, 1445, 3121, and 3402 6111 or 6662 of the Code; (xiv) neither the Company nor its Subsidiary has been a “distributing corporation” or a “controlled corporation” in a transaction intended to qualify under Code or similar provisions under any foreign lawsSection 355; (xv) and hasthe Company has been a validly electing S corporation, within the time period prescribed by lawmeaning of Code Sections 1361 and 1362 and for state Tax law purposes, withheld and paid over to the proper governmental entities except in those states which do not recognize S corporation status, at all amounts required to be so withheld and paid over under applicable laws and regulationstimes since January 1, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code1999, and neither EOP nor any EOP Subsidiary has incurred any material liability filed all forms and taken all actions necessary to maintain such status; and (xvi) Panther II has been a “disregarded entity” for Taxes other than in the ordinary course of business. No event has occurredU.S. federal and state Tax law purposes at all times since January 1, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending2000.

Taxes. (a) Each Except as disclosed in Section 6.12 of EOP the Disclosure Schedule, the Company and the EOP Subsidiaries its subsidiaries have (i) has duly filed with the appropriate governmental authorities all Tax tax returns and reports required to be filed by it them for all periods ending on or prior to the Effective Time, other than those tax returns that are on extension (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do sowhich extensions are disclosed in Section 6.12 of the Disclosure Schedule), and all such returns and reports are accurate and complete in all material respects, (ii) has duly paid (in full or EOP has paid on its behalf) made adequate provision for the payment of all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in taxes for all material respects with all applicable laws, rules and regulations relating periods ending at or prior to the payment and withholding of Taxes date hereof (including, without limitation, all withholding and other employee related taxes), except in the case of Taxes pursuant to Sections 1441both clauses (i) and (ii), 1442for failures that would not have a material adverse effect on the business, 1445operations, 3121properties, and 3402 assets, condition (financial or otherwise) or results of operations of the Code Company and its subsidiaries, taken as a whole. All such tax returns are true, correct and complete in all material respects The liabilities and reserves for taxes reflected in the Company balance sheet included in the latest Company SEC Report are adequate to cover all taxes for all periods ending at or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over prior to the proper date hereof and there are no material liens for taxes upon any property or asset of the Company or any subsidiary thereof, except for liens for taxes not yet due. There are no unresolved issues of law or fact arising out of a notice of deficiency, proposed deficiency or assessment from the Internal Revenue Service or any other governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, taxing authority with respect to all taxes of the foregoingCompany or any of its subsidiaries which, where the failure to file such tax returns if decided adversely, singly or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all aggregate, would have a material Taxes payable by EOP and adverse effect on the EOP Subsidiaries for all taxable periods and portions thereof through the date business, operations, properties, assets, financial condition or results of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 operations of the CodeCompany and its subsidiaries, including without limitation taken as a whole. Neither the Company nor any Tax arising from of its subsidiaries is a prohibited transaction described in party to any agreement providing for the allocation or sharing of taxes with any entity that is not, directly or indirectly, a wholly-owned corporate subsidiary of the Company. Neither the Company nor any of its corporate subsidiaries has, with regard to any assets or property held, acquired or to be acquired by any of them, filed a consent to the application of Section 857(b)(6341(f) of the CodeInternal Revenue Code of 1986, as amended, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurredsuccessor statute thereto, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is rules and regulations promulgated thereunder (the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending"Code").

Taxes. (a) Each Except as may be set forth in Section 4.11(a) of EOP the Company Disclosure Schedule, each of the Company and the EOP its Subsidiaries has (i) has duly and timely filed (including applicable extensions granted without penalty) all material Tax returns and reports Returns (as hereinafter defined) required to be filed by it (after giving effect at or prior to any filing extension properly granted by a Governmental Entity having authority to do so)the Effective Time, and all such returns Tax Returns are true and reports are accurate and complete correct in all material respects, and (ii) has paid in full or made adequate provision in the financial statements of the Company (or EOP has paid on its behalfin accordance with GAAP) for all Taxes shown on such returns and reports (as hereinafter defined) required to be paid by it and (iii) has complied in all material respects with all applicable lawsthem, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code whether or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required not shown to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file due on such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse EffectTax Returns. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described Except as set forth in Section 857(b)(64.11(a) of the CodeCompany Disclosure Schedule, and as of the date hereof (i) neither EOP the Company nor any EOP Subsidiary of its Subsidiaries has incurred requested any material liability for Taxes other than in the ordinary course extension of business. No event has occurred, and no condition or circumstance exists, time within which presents a material risk that to file any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding Returns in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes taxable year which have not since been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, filed and no requests request for waivers of the time to assess any such Taxes are pendingpending or outstanding, (ii) with respect to each taxable period of the Company and its Subsidiaries, the federal and state income Tax Returns of the Company and its Subsidiaries have been audited by the Internal Revenue Service (“IRS”) or appropriate state tax authorities through December 31, 2000 or the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, and (iii) there are no claims, audits or assessments pending against the Company or any of its Subsidiaries for any alleged deficiency in Taxes, and the Company has not been notified in writing of any proposed Tax claims, audits or assessments against the Company or any of its Subsidiaries (other than, in each case, claims, audits or assessments for which adequate reserves in the financial statements of the Company have been established). There are no material liens for Taxes upon the assets of the Company or any of its Subsidiaries, other than liens for current Taxes not yet due and payable. All Taxes required to be withheld, collected or deposited by or with respect to the Company and its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. Neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar provision of law or regulations) by reason of a change in accounting method. Except with respect to the affiliated group of corporations of which the Company is the common parent (as defined by Section 1504(a) of the Code), neither the Company nor any of its Subsidiaries is a party to any Tax allocation or Tax sharing agreement or otherwise has any liability for the Taxes of any person (i) as a transferee or successor, (ii) by contract, (iii) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign Law), or (iv) otherwise. Neither the Company nor any of its Subsidiaries has entered into any transaction that is either a “listed transaction” or that the Company believes in good faith is a “reportable transaction” (both as defined in Treas. Reg. Section 1.6011-4, as modified by periodically updated Revenue Procedures and other applicable published Internal Revenue Service guidance). Neither the Company nor any of its Subsidiaries has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed all All material Tax returns and reports Returns required to be have been filed by it the Contributed Entities have been duly and timely filed with the appropriate Governmental Authority (after giving effect taking into account any extension of time to any filing extension properly file granted by a Governmental Entity having authority to do so), or obtained) and all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalfb) all material Taxes shown owed by the Contributed Entities or any combined, consolidated or unitary group in which either Contributed Entity is a member, have been paid in full, other than Taxes which are being contested in good faith, (c) all material Tax withholding and deposit requirements imposed on such returns and reports as required to be paid by it and (iii) has complied each of the Contributed Entities have been satisfied in full in all material respects with all applicable lawsrespects, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign lawsd) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, there are no Liens with respect to Taxes upon the assets of the Contributed Entities, other than liens for Taxes not yet due and payable, (e) neither of the Contributed Entities has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency, (f) there are no pending or active audits or legal proceedings involving Tax matters or, to the Knowledge of the S&R Parties, threatened audits or proposed deficiencies or other claims for unpaid Taxes of Contributed Entities, in each case except as would not be material, (g) no claim has been made to either Contributed Entity by a Governmental Authority in a jurisdiction in which such Contributed Entity does not currently file a Tax Return that such Contributed Entity is or may be subject to taxation by that jurisdiction and (h) each of the Contributed Entities is currently classified, and has been classified since its formation, as an entity that is disregarded for U.S. federal and applicable state income Tax purposes and has not made any filing with any Governmental Authority, including Form 8832 with the IRS, to be treated as an association taxable as a corporation for income Tax purposes. For purposes of this Section 3.15, references to the Contributed Entities shall be deemed to include the Company, all members of any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes of which the Company or any of the Contributed Entities is or was a member and any predecessors of any of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 each case as a result of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.Contributed Entities’ relationship with S&R.

Taxes. (a) Each Except as set forth in Schedule 3.10 of EOP and the EOP Subsidiaries Company Disclosure Schedule, (i1) has filed all Tax returns and reports Returns required to be filed by it or on behalf of the Company, each of its Subsidiaries, and each affiliated, combined, consolidated or unitary group of which the Company or any of its Subsidiaries is or has been a member (after giving effect to any filing extension properly granted a "Company Group") have been timely filed in the manner prescribed by a Governmental Entity having authority to do so)law, and all such Tax returns are true, complete and reports are accurate and complete except to the extent any failures to file or failures to be true, correct or accurate would not in all material respects, the aggregate reasonably be expected to have a Company Material Adverse Effect; (ii) has paid (or EOP has paid on its behalf2) all Taxes shown due and owing by the Company, any Subsidiary of the Company or any Company Group have been timely paid, or adequately reserved for in accordance with GAAP, except to the extent any failure to pay or reserve would not in the aggregate reasonably be expected to have a Company Material Adverse Effect; (3) there are no claims or assessments presently pending against the Company, any Subsidiary of the Company or any Company Group, for any alleged Tax deficiency, and the Company does not know of any threatened claims or assessments against the Company, any Subsidiary of the Company or any Company Group for any alleged Tax deficiency, which in either case if upheld would reasonably be expected in the aggregate to have a Company Material Adverse Effect; (4) there are no Liens for Taxes on such returns any asset of the Company or any Subsidiary of the Company, except for Liens for Taxes not yet due and reports as required payable and Liens for Taxes that would not in the aggregate reasonably be expected to be paid by it have a Company Material Adverse Effect; and (iii5) the Company and each of its Subsidiaries has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441employee-related Taxes), 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure except for failures to comply with such requirements that would not in the aggregate reasonably be expected to have an EOP a Company Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. For purposes of this Agreement, the term "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, unemployment, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, imposed by the United States or any state, local or foreign government or subdivision or agency thereof (a"Taxing Authority"), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, fines, penalties or additional amounts attributable to or imposed with respect to any such taxes, charges, fees, levies or other assessments. As used herein, the term "Company Subsidiaries" means the subsidiaries, if any, of the Company; it being understood that there may be no such subsidiaries. All Tax returns ("Returns") required to be filed with respect to any Tax for which any of the Company and the Company Subsidiaries (if any) is liable have been duly and timely filed with the appropriate Taxing Authority, each Tax shown to be payable on each such Return has been paid, each Tax payable by the Company or a Company Subsidiary by assessment has been timely paid in the amount assessed, and adequate reserves have been established on the consolidated books of the Company and the Company Subsidiaries for all Taxes for which any of the Company and the Company subsidiaries is liable, but the payment of which is not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, liable for any Tax payable by reason of the income or property of a person or entity other than the Company or a Company Subsidiary. Each of EOP the Company and the EOP Company Subsidiaries (i) has timely filed all true, correct and complete declarations of estimated Tax returns and reports in each jurisdiction in which any such declaration is required to be filed by it (after giving effect it. No Liens for Taxes exist upon the assets of the Company or any Company Subsidiary except Liens for Taxes which are not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, subject to Tax in any jurisdiction outside the United States. No litigation with respect to any filing extension properly granted by a Governmental Entity having authority Tax for which the Company or any Company Subsidiary is asserted to do so)be liable is pending or, to the knowledge of the Company or the Stockholder, threatened, and all no basis which the Company or any Stockholder believes to be valid exists on which any claim for any such returns Tax can be asserted against the Company or any Company Subsidiary. There are no requests for rulings or determinations in respect of any Taxes pending between the Company or any Company Subsidiary and reports are accurate any Taxing Authority. No extension of any period during which any Tax may be assessed or collected and complete in all material respects, (ii) for which the Company or any Company Subsidiary is or may be liable has paid (been granted to any Taxing Authority. Neither the Company nor any Company Subsidiary is or EOP has paid on its behalf) all Taxes shown on such returns and reports as been party to any tax allocation or sharing agreement. All amounts required to be withheld by any of the Company and the Company Subsidiaries and paid by it to governmental agencies for income, social security, unemployment insurance, sales, excise, use and (iii) has complied in all material respects with all applicable laws, rules other Taxes have been collected or withheld and regulations relating paid to the payment proper Taxing Authority. The Company and each Company Subsidiary have made all deposits required by law to be made with respect to employees' withholding and other employment Taxes. Neither the Company nor the Stockholder is a "foreign person," as that term is referred to in Section 1445(f)(3) of Taxes (including, without limitation, withholding of Taxes the Code. The Company has not filed a consent pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Section 341 (f) of the Code or similar provisions any comparable provision of any other tax statute and has not agreed to have Section 341 (f)(2) of the Code or any comparable provision of any other Tax statute apply to any disposition of an asset. The Company has not made, is not obligated to make and is not a party to any agreement that could require it to make any payment that is not deductible under Section 280G of the Code. No asset of the Company or of any foreign laws) and has, within Company Subsidiary is subject to any provision of applicable law which eliminates or reduces the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, allowance for depreciation or amortization with respect to all that asset below the allowance generally available to an asset of its type. Except as disclosed to LandCare, no accounting method changes of the foregoing, where the failure Company or of any Company Subsidiary exist or are proposed or threatened which could give rise to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes adjustment under Sections 857(b), 860(c) or 4981 Section 481 of the Code. The Company uses the accrual method of accounting for income tax purposes, including without limitation any Tax arising from a prohibited transaction described and the Company's methods of accounting have not changed in the past five years. The Company is not an investment company as defined in Section 857(b)(6351(e)(1) of the Code. The Company has a taxable year ended December 31 and has not made an election to retain a fiscal year other than December 31 under Code Section 444. The Company is not a party to any joint venture, partnership, or other arrangement that is treated as a partnership for federal income tax purposes The Stockholder made a valid election under the provisions of Subchapter S of the Code, and neither EOP the Company has not, since its formation, been subject to taxation under the provisions of Subchapter C of the Code or under Section 11 or Section 1374 of the Code. Neither the Stockholder nor the Company has taken any EOP Subsidiary has incurred any material liability for Taxes other than in action that terminated the ordinary course of business. No event has occurred, and no condition or circumstance existsSubchapter S election, which presents a material risk that any material Tax described remains in effect on the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingdate hereof.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has Except as set forth on Schedule 4.14, Parent and its subsidiaries have filed when due all material Parent Returns (as defined in Section 10.16) in connection with and in respect of their business, and have, except for Taxes that are being contested in good faith and set forth on Schedule 4.14, timely paid and discharged all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respectsobligations shown thereon, (ii) has paid (the Parent Returns correctly and accurately reflect the facts regarding the income, business and assets, operations, activities, status, or EOP has paid on other matters of Parent and its behalf) all Taxes shown on such returns subsidiaries, and reports as any other information required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121shown thereon, and 3402 of the Code or similar provisions are not subject to penalties under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 Section 6662 of the Code, including without limitation relating to accuracy-related penalties, or any corresponding provision of applicable state, local, or foreign Tax law or any predecessor provision of law, (iii) neither Parent nor any of its subsidiaries has received any notice of any Tax arising from a prohibited transaction described deficiency outstanding, proposed, or assessed against or allocable to it, nor has Parent nor any of its subsidiaries executed any waiver of any statute of limitations on the assessment or collection of any Tax, or executed or filed with the Internal Revenue Service or any other governmental body any agreement now in Section 857(b)(6effect extending the period for assessment or collection of any Taxes against Parent, (iv) of Parent and its subsidiaries have made provision for all Taxes payable by Parent and its subsidiaries for which no Parent Return has yet been filed, (v) the Codecharges, accruals, and neither EOP nor any EOP Subsidiary has incurred any material liability reserves for Taxes other than in with respect to Parent and its subsidiaries reflected on the ordinary course of business. No event has occurredParent Unaudited Balance Sheet are adequate under GAAP to cover the Tax liabilities accruing through the date thereof, and (vi) there is no condition action, suit, proceeding, audit, or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP claim now proposed or pending against or with respect to Parent or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding its subsidiaries in respect of federal income Taxesany Tax where there is a reasonable possibility of an adverse determination, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving (vii) neither Parent nor any of EOP its subsidiaries has been a member of an affiliated, consolidated, combined or any EOP Subsidiary is being considered by any Tax authority. To unitary group other than one of which Parent was the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingcommon parent.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has The Seller has, as of the date hereof, and will have as of the Closing Date, timely filed in proper form all federal, state, local and foreign tax returns, reports, estimates, information statements and other statements in respect of Taxes, including without limitation Taxes incurred in connection with the operations of the Group Activity ("Tax returns and reports Returns") that are required to be filed by it (after giving effect as of the date hereof, or which are required to any filing extension properly granted by a Governmental Entity having authority to do so)be filed on or before the Closing Date, as the case may be, and all such returns and reports Tax Returns are or will be accurate and complete in all material respects. There are no liens for Taxes upon any Asset and no event has occurred which with the passage of time or the giving of notice, (ii) has paid (or EOP has paid both, could be reasonably likely to result in a lien for Taxes on its behalf) any Asset. In addition, except as set forth on Schedule 3.01(n)(i), all Taxes shown due or payable by the Seller on such returns and reports or before the date hereof or the Closing Date, as required the case may be, with respect to which the Seller or the Assets may be paid by it and (iii) has complied liable or otherwise in all material respects with all applicable lawsany way subject have been or will be timely paid, rules and regulations relating except to the payment and withholding of extent any such Taxes (includingas set forth as of the date hereof on Schedule 3.01(n)(i)) are being contested in good faith by appropriate proceedings by the Seller and for which adequate reserves for any disputed amounts shall have been established. Except as set forth on Schedule 3.01(n)(i), without limitationas of the date hereof, withholding there has been no Tax examination, audit, proceeding or investigation of Taxes pursuant to Sections 1441, 1442, 1445, 3121the Seller by any relevant taxing authority, and 3402 the Seller has not received from any governmental or regulatory authority any oral or written notice of any proposed adjustment, deficiency or underpayment of any Taxes pertaining to the Code Assets or similar provisions under the Group Activity, which notice has not been satisfied by payment or been withdrawn. Except as set forth on Schedule 3.01(n)(i), there are no pending or, to Seller's knowledge, threatened actions, audits, examination, proceedings or investigations, by any foreign laws) and hasrelevant taxing authority with respect to the Seller. The Seller does not have any outstanding request for an extension of time within which to pay any Taxes, within including without limitation with respect to the time period prescribed by law, Group Activity. The Seller has withheld and paid over in a timely manner to the proper governmental entities all relevant taxing authorities all payments for withholding Taxes, unemployment insurance and other amounts required to be so withheld and paid over under applicable laws paid. Each individual providing services to the Seller (whether in his or her individual capacity or through any entity) in connection with the Group Activity is properly classified by the Seller as an employee or independent contractor, as the case may be, and regulations, except, with respect to all of the foregoing, where the failure to file Seller respects such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve classification for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Codepurposes, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) for purposes of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income withholding Taxes, unemployment insurance and entitlement to EOP's Knowledge, no audit, examination or other proceeding participate in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingretirement plans.

Taxes. (a) Each Except as may be set forth in Section 4.11(a) of EOP the Company Disclosure Schedule, each of the Company and the EOP its Subsidiaries has (i) has duly and timely filed (including applicable extensions granted without penalty) all material Tax returns and reports Returns (as hereinafter defined) required to be filed by it (after giving effect at or prior to any filing extension properly granted by a Governmental Entity having authority to do so)the Effective Time, and all such returns Tax Returns are true and reports are accurate and complete correct in all material respects, and (ii) has paid in full or made adequate provision in the financial statements of the Company (or EOP has paid on its behalfin accordance with GAAP) for all Taxes shown on such returns and reports (as hereinafter defined) required to be paid by it and (iii) has complied in all material respects with all applicable lawsthem, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code whether or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required not shown to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file due on such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse EffectTax Returns. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described Except as set forth in Section 857(b)(64.11(a) of the CodeCompany Disclosure Schedule, and as of the date hereof (i) neither EOP the Company nor any EOP Subsidiary of its Subsidiaries has incurred requested any material liability for Taxes other than in the ordinary course extension of business. No event has occurred, and no condition or circumstance exists, time within which presents a material risk that to file any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding Returns in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes fiscal year which have not since been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, filed and no requests request for waivers of the time to assess any such Taxes are pendingpending or outstanding, (ii) with respect to each taxable period of the Company and its Subsidiaries, the federal and state income Tax Returns of the Company and its Subsidiaries have been audited by the Internal Revenue Service (“IRS”) or appropriate state tax authorities through December 31, 1996 or the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, and (iii) there are no claims, audits or assessments pending against the Company or any of its Subsidiaries for any alleged deficiency in Taxes, and the Company has not been notified in writing of any proposed Tax claims, audits or assessments against the Company or any of its Subsidiaries (other than, in each case, claims, audits or assessments for which adequate reserves in the financial statements of the Company have been established). There are no material liens for Taxes upon the assets of the Company or any of its Subsidiaries, other than liens for current Taxes not yet due and payable. None of the Company or any Subsidiary is a party to any agreement or arrangement that would reasonably be expected to result, as a result of the consummation of the transactions contemplated hereby (including the Merger), separately or in the aggregate, in the actual or deemed payment by the Company or any Subsidiary of any “excess parachute payments” within the meaning of Section 280G of the Code or that would be nondeductible under Section 162(m) of the Code. All Taxes required to be withheld, collected or deposited by or with respect to the Company and its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. Neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar provision of law or regulations) by reason of a change in accounting method.

Taxes. Each of the Company and its Subsidiaries has (a) Each of EOP and the EOP Subsidiaries (i) has timely filed or caused to be timely filed all federal Tax returns Returns and reports all material state, local and foreign Tax Returns or materials required to be have been filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns Tax Returns are true and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied correct in all material respects with and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all applicable lawsTaxes due and payable, rules collectible or remittable by it as reflected on such Tax Returns and regulations relating to the payment and withholding of all assessments received by it, except Taxes (includingi) that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has set aside on its books adequate reserves in accordance with GAAP and (ii) which could not, without limitationindividually or in the aggregate, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP a Material Adverse Effect. The most recent audited financial statements contained Company believes that it and its Subsidiaries have each made adequate provision in the EOP SEC Documents reflect an adequate reserve accordance with GAAP for all material Taxes payable by EOP not yet due and payable. Neither the EOP Company nor any of its Subsidiaries for all taxable periods and portions thereof through is aware of any proposed or pending tax assessments, deficiencies or audits against it. Neither the date Company nor any of such financial statements. Since its Subsidiaries has ever been a party to any understanding or arrangement constituting a “tax shelter” within the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(bmeaning of Section 6111(c), 860(cSection 6111(d) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(66662(d)(2)(C)(iii) of the Code, and neither EOP nor any EOP Subsidiary or has incurred any material liability for Taxes other than ever “participated” in a “reportable transaction” within the ordinary course meaning of businessTreasury Regulation Section 1.6011-4. No event has occurred, and no condition waivers of statutes of limitation have been given by or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in requested with respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP of the Company or any of its Subsidiaries for any open tax year. Neither the EOP Company nor any of its Subsidiaries has ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any Tax Return containing any member other than the Company and its Subsidiaries. No closing agreements, private letter rulings, technical advance memoranda or similar agreements or rulings have been entered into or, to the knowledge of the Company, issued by any taxing authority with respect to the Company or any of its Subsidiaries, and no requests except for waivers those that were determined favorably to the taxpayer, or resulted in adverse consequences immaterial to the taxpayer. Neither the Company nor any of its Subsidiaries or any predecessors to any of such entities has made any consent under Section 341 of the time Code with respect to assess the Company or any such Taxes are pendingSubsidiary.

Taxes. (a) Each of EOP The Company and the EOP Subsidiaries its subsidiaries have (i) has duly filed with the appropriate Governmental Authorities all returns, reports or similar statements (including any attached schedules) required to be filed with respect to any Tax, including any information return, claim for refund, amended return or declaration of estimated Tax returns and reports ("TAX RETURNS") required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)them, and all such returns Tax Returns are true, correct and reports are accurate complete, and complete in all material respects, (ii) has duly paid in full any and all federal, state, local, foreign or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any taxing authority, including taxes or EOP has paid other charges on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth, and taxes or other charges in the nature of the foregoingexcise, withholding, ad valorem or value added (collectively, "TAXES") shown as due on such Tax Returns, except in each case where the failure to file such tax returns Tax Returns or reports or failure to pay such Taxes Tax or the failure of such Tax Returns to comply with such requirements be true, correct or complete, individually or in the aggregate, would not reasonably be expected to have an EOP a Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred There are no liability liens for Taxes under Sections 857(b), 860(c) upon any property or 4981 asset of the CodeCompany or any subsidiary thereof, including without limitation any Tax arising from except for liens for Taxes not yet due or Taxes contested in good faith or reserved against in accordance with GAAP or liens that would not reasonably be expected to have a prohibited transaction described in Section 857(b)(6) Material Adverse Effect. To the knowledge of the CodeCompany, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than there are not pending or threatened in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of writing any audit, examination, investigation or other proceeding in respect of federal income TaxesTaxes or Tax matters that would reasonably be expected to have a Material Adverse Effect, and to EOP's Knowledgethere are no unresolved issues of law or fact specifically set forth in writing in a notice of deficiency, no audit, examination proposed deficiency or other proceeding in respect of federal income Taxes involving any of EOP assessment from the Internal Revenue Service ("IRS") or any EOP Subsidiary is being considered by any Tax authority. To other governmental taxing authority with respect to Taxes of the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Company or any of its subsidiaries, in each case, which would reasonably be expected to have a Material Adverse Effect, except as reserved against in accordance with GAAP. All material assessments for Taxes due with respect to any completed and settled examinations or any concluded litigation have been fully paid. Except as would not reasonably be expected to have a Material Adverse Effect, neither the EOP Subsidiaries, and no requests Company nor any of its subsidiaries has (i) been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the common parent of which was the Company) or (ii) any liability for waivers the Taxes of any person (other than any of the time to assess any such Taxes are pendingCompany and its subsidiaries under Treasury Regulations Section 1,1502-6 (or similar provision of state, local or foreign law)) as a transferee or successor, by contract or otherwise.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports All material Returns required to be filed by it (after giving effect or with respect to any filing extension properly granted by a Governmental Entity having authority to do so)Parent, its Subsidiaries and each Parent Consolidated Group have been timely and correctly filed in accordance with all applicable Laws and all such returns and reports Returns are accurate true, correct and complete in all material respects, (ii) has Parent, its Subsidiaries and each Parent Consolidated Group have timely paid (all material Taxes due or EOP has claimed to be due and will have paid all material Taxes of Parent, its Subsidiaries and each Parent Consolidated Group that are due on its behalf) all Taxes or before the Closing Date, including any installments or estimated payments due, whether or not shown on such returns and reports as required to be paid by it and any Returns, (iii) has complied in all material respects with all applicable laws, rules Employment and regulations relating to the payment Withholding Taxes and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all other material amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to Taxes have been either duly and timely paid to the proper Governmental Entities or properly set aside in accounts for such purpose in accordance with applicable Laws, (iv) the charges, accruals and reserves for Taxes with respect to Parent, its Subsidiaries and each Parent Consolidated Group reflected in the balance sheet, dated as of December 31, 2011, included in Parent’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Parent Balance Sheet”) are adequate under GAAP, (v) no material deficiencies or other claims for any Taxes asserted or assessed, or, to the Knowledge of Parent, proposed, against Parent or any of its Subsidiaries has not been resolved in all material respects, (vi) there is no material Litigation pending or, to the Knowledge of the foregoingany of Parent or its Subsidiaries, where the failure threatened or scheduled to file such tax returns commence, against or reports with respect to Parent or failure any of its Subsidiaries in respect of any Tax or Return, and (vii) since December 31, 2005, neither Parent nor any of its Subsidiaries has received (A) notice from any federal taxing authority of its intent to pay such Taxes examine or failure audit any of Parent’s or any of its Subsidiaries’ Returns or (B) notice from any state taxing authority of its intent to comply examine or audit any of Parent’s or any of its Subsidiaries’ Returns, other than notices with such requirements respect to examinations or audits by any state taxing authority that have not had and would not reasonably be expected to have an EOP a Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingEffect on Parent.

Taxes. (a) Each Except as would not, individually or in the aggregate, reasonably be expected to result in a US Airways Material Adverse Effect, US Airways and each of EOP and the EOP its Subsidiaries (i) has have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), of them and all such returns filed Tax Returns are complete and reports are accurate accurate; and complete in all material respects, (ii) has have paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as that are required to be paid by it and (iii) has complied in all material respects with all applicable lawsor that US Airways or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, rules and regulations relating to the payment and withholding of Taxes (includingcreditor or third party, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, except with respect to all matters contested in good faith for which adequate reserves have been established on the most recent consolidated balance sheet included in or incorporated into the US Airways Reports. As of the foregoingdate hereof, where except as would not, individually or in the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not aggregate, reasonably be expected to have result in an EOP Material Adverse Effectincrease in Taxes that is material to US Airways, there are no audits, examinations, investigations or other proceedings, in each case, pending or threatened in writing, in respect of Taxes or Tax matters. The most recent audited financial statements contained in US Airways has made available to American true and correct copies of the EOP SEC Documents reflect an adequate reserve for all material Taxes payable United States federal income Tax Returns filed by EOP US Airways and the EOP its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 each of the Codefiscal years ended December 31, including without limitation 2011 and 2010. None of US Airways or its Subsidiaries has been a “distributing corporation” or “controlled corporation” in any Tax arising distribution occurring during the last 30 months that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law). Neither US Airways nor any of its Subsidiaries has taken any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a prohibited transaction described in “reorganization” with the meaning of Section 857(b)(6368(a) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability . There are no Liens for Taxes other than in the ordinary course on any asset of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP US Airways or any of the EOP its Subsidiaries, except for Liens for Taxes not yet due and no requests payable or not yet delinquent, Liens for waivers of Taxes being contested in good faith for which appropriate reserves have been established on the time most recent consolidated balance sheet included in or incorporated into the US Airways Reports, and Liens for Taxes that would not, individually or in the aggregate, reasonably be expected to assess any such Taxes are pendingresult in a US Airways Material Adverse Effect.

Taxes. (a) Each of EOP and the EOP Subsidiaries Seller has (i) has timely filed all Tax returns tax returns, schedules, declarations, and reports tax-related documents including, without limitation, all Forms 5500 pertaining to the Plans (collectively, "Returns") required to be filed in any jurisdictions to which it is or has been subject, (ii) timely paid in full all taxes, interest and penalties with respect thereto subject to audit by it the taxing authorities by such jurisdictions and timely made all deposits of tax required by all applicable taxing jurisdictions, (after giving effect iii) fully accrued on its books an amount sufficient to any filing extension properly granted by a Governmental Entity having authority pay all taxes not yet due but related to do so)operations through the date hereof and will have accrued all taxes not yet due but which will become due through the Closing Date, (iv) made timely payments of all taxes required to be deducted and withheld from the wages paid to employees, and (v) otherwise satisfied, in all such returns material respects, all legal requirements applicable to it with respect to all aforementioned obligations to taxing jurisdictions. All Returns filed by Seller accurately reflect in all material respects their income, expenses, deductions, credits and reports loss carryovers and the taxes due and are otherwise accurate and complete in all material respectsrespects and have not been amended. Seller has delivered to Purchaser true and complete copies of all federal and state income and franchise tax returns for each of the taxable years ended September 30, 1993 through September 30, 1995, inclusive. Seller has no knowledge that an audit of any of the federal income tax returns of Seller is in progress and has no reason to believe that any such audit is contemplated. For purposes of this Section, "tax" and "taxes" (iiwhen not modified by other words such as "income" or "franchise") has paid (or EOP has paid on its behalf) shall include all Taxes shown on such returns income, gross receipts, franchise, excise, real and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121personal property, and 3402 of the Code or similar provisions under other taxes imposed by any foreign laws) and hasfederal, within the time period prescribed by lawstate, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulationsmunicipal, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examinationlocal, or other proceeding governmental agency, including assessments in respect the nature of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingtaxes.

Taxes. (a) Each ICH and each of EOP and the EOP its Subsidiaries has (iA) has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), ) and all such returns and reports are accurate and complete in all material respects, ; and (iiB) has paid (or EOP ICH has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iiiit, and, except as disclosed in the ICH SEC Documents or in Schedule 4.10(a) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (includingICH Disclosure Letter, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP ICH SEC Documents reflect an adequate reserve for all material Taxes payable by EOP ICH (and the EOP by those Subsidiaries of ICH whose financial statements are contained therein) for all taxable periods and portions thereof through the date of such financial statements. True, correct and complete copies of all federal, state and local Tax returns and reports for ICH and each of its Subsidiaries, and all written communications relating thereto, have been delivered or made available to representatives of ACT. Since the EOP Financial Statement Datedate of the most recent financial statements included in the ICH SEC Documents, EOP ICH has incurred no liability for Taxes taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP ICH nor any EOP Subsidiary of its Subsidiaries has incurred any material liability for Taxes other than in the ordinary course of business. No To the Knowledge of ICH, no event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP SubsidiaryICH. Neither EOP nor any EOP Subsidiary is Except as set forth on Schedule 4.10(a) to the subject of any auditICH Disclosure Letter, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOPICH, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP ICH or any of the EOP its Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) The Company has filed all Tax returns and reports Returns that it was required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)file for all applicable Taxes, for all years and periods, and all portions thereof for which the due date (with extension) falls on or before the Closing Date, the Company has not waived any statute of limitations or is currently the beneficiary of any extension of time within which to file any Tax Return. All such returns Tax Returns are complete and reports are accurate and complete correct in all material respects, and proper records have been maintain to substantiate the accuracy and correctness of all such Tax Returns. There are no liens for Taxes (iiother than for Taxes not yet due and payable) upon any of the assets of the Company. Except as set forth on Schedule 4.10, with respect to Taxes of the Company, there are no Tax Contests or investigations by any Governmental Authority pending or ongoing, no written notice that a Tax Contest or investigation is pending or proposed has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable lawsbeen received from any Governmental Authority, rules and regulations relating and, to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Knowledge of the Code Company, no Tax Contest or similar provisions under any foreign laws) and has, within investigation has been threatened. No claim has ever been made by an authority in a jurisdiction where the time period prescribed Company does not file Tax Returns that the Company may be subject to taxation by law, that jurisdiction. The Company has timely withheld and paid over to the proper governmental entities appropriate Governmental Authority all amounts Taxes required to be so have been withheld and paid over under applicable laws in connection with amounts paid or owing to any Person, including any employee, equityholder or creditor, and regulationsthe Company has properly completed and timely filed all IRS Forms W-2, except, 1042 and 1099 (and similar forms) required with respect thereto. Subject to all of the foregoing, where approval by the failure requisite Stockholders pursuant to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6280G(b)(5) of the Code, the Company has not made, and neither EOP nor is not and will not become obligated to make, any EOP Subsidiary payments that will be nondeductible under Section 280G of the Code. There are no unpaid Taxes of the Company relating to or arising out of any period (or partial period) ending on or prior to the Closing Date, except to the extent that such Taxes, being current Taxes not yet due and payable, are properly accrued by the Company on the Unaudited Financial Statements or have been properly accrued since the date of the Unaudited Financial Statements in the Ordinary Course of Business, and since the date of the Unaudited Financial Statements the Company has not incurred any material liability Liability for Taxes other than arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course Ordinary Course of businessBusiness. No event has occurredExcept as set forth in Schedule 4.10, and there are no condition outstanding agreements or circumstance exists, which presents a material risk that waivers extending the statutory period of limitations applicable to any material Tax described in Returns required to be filed by the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examinationCompany, or other proceeding in that include or are treated as including, the Company with respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To assessment or deficiency or Tax Contest affecting the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingCompany.

Taxes. (a) Each Except as set forth in Section 4.14(a) of EOP and the EOP Subsidiaries Company Disclosure Schedule, (i) has filed all material Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete Acquired Companies or Blockers have been filed when due in all material respects, accordance with applicable Law; (ii) has all material Taxes due and payable by any Acquired Company or Blocker have been paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as within the time required to be paid by it and Law; (iii) has complied in all there is no action, suit, proceeding, audit or written claim now pending with respect to any material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Tax of the Code Acquired Companies or similar provisions under Blockers; (iv) there are no outstanding agreements extending the statutory period of limitation applicable to any foreign lawsclaim for, or the period for the collection or assessment of, material Taxes of the Acquired Companies or Blockers (other than extensions of time to file a Tax Return that have been obtained in the ordinary course); (v) the Acquired Companies and has, within the time period prescribed by lawBlockers have timely and properly collected, withheld and paid over remitted to the proper governmental entities Taxing Authority to whom such payment is due all amounts required to be so collected or withheld and paid over under applicable laws and regulations, except, with respect to all by them for the payment of material Taxes; (vi) there are no liens for any material Taxes upon the assets of the foregoingAcquired Companies or Blockers other than for Taxes not yet delinquent; (vii) for U.S. federal income and applicable state Income Tax purposes, where each of the failure Acquired Companies is and has been since its formation properly classified as a disregarded entity or as a partnership for U.S. federal income tax purposes; (viii) none of the Acquired Companies or Blockers have participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), (ix) during the two years prior to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since this Agreement, neither of the EOP Financial Statement Date, EOP Blockers has incurred no liability for Taxes been a party to a transaction intended to qualify under Sections 857(b), 860(c) or 4981 Section 355 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6; (x) none of the CodeBlockers or Acquired Companies is a party to any Contract relating to the sharing, and neither EOP nor allocation or payment of, or indemnity for, any EOP Subsidiary has incurred any material liability for Taxes Taxes, other than (A) customary gross-up and indemnification provisions in credit agreements, derivatives, leases, supply agreements and other commercial Contracts entered into in the ordinary course of business. No event , (B) limited liability company agreements, limited partnership agreements or other organizational documents or (C) the Prior Acquisition Agreement; (xi) none of the Blockers or, since the date of the direct or indirect acquisition by the Sellers of the Acquired Companies, the Acquired Companies (A) has occurredever been a member of an affiliated, and no condition combined, consolidated or circumstance existsunitary group for purposes of filing any Tax Return or (B) has any liability arising from the application of Treasury Regulations Section 1.1502-6 (or under any similar provision of state, which presents a material risk that local or non-U.S. Law); (xii) none of the Blockers or Acquired Companies is required to make any adjustment in any material respect (nor has any Taxing Authority proposed in writing any such adjustment) pursuant to Section 481 of the Code, or any similar provision of applicable Law, for any Straddle Period or any Post-Closing Period as a result of a change in accounting method; (xiii) none of the Blockers or Acquired Companies is required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) executed prior to the Closing, (B) intercompany transaction, intercompany account, or excess loss account described in the preceding sentence will be imposed upon EOP Treasury Regulations under Section 1502 of the Code (or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is corresponding or similar provision of state, local or non-U.S. Tax Law) arising prior to the subject of any auditClosing, examination(C) installment sale or open transaction disposition made prior to the Closing, (D) prepaid amount received prior to the Closing, or other proceeding (E) election under Section 108(i) of the Code; (xiv) no claim has ever been made in writing by a Taxing Authority in a jurisdiction where Tax Returns are not filed with respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP the Blockers or any EOP Subsidiary is being considered Acquired Companies that such Blocker or Acquired Company may be subject to taxation by any Tax authority. To that jurisdiction, which claim has not been resolved; and (xv) to the Knowledge of EOPSellers, there are no deficiencies for Tax exemptions, Tax holidays or other Tax reduction agreements or orders to which any Taxes have been proposed, asserted Blocker or assessed against EOP Acquired Company is a party to or any subject that will terminate as a result of the EOP Subsidiaries, and no requests for waivers consummation of the time to assess any such Taxes are pendingtransactions contemplated by this Agreement.

Taxes. (a) Each of EOP CenterState and the EOP its Subsidiaries has duly and timely filed (itaking into account all applicable extensions) has filed all material Tax returns and reports Returns in all jurisdictions in which Tax Returns are required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)it, and all such returns and reports Tax Returns are accurate true, correct, and complete in all material respects, (ii) has paid (or EOP has paid on . Neither CenterState nor any of its behalf) all Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return. All material Taxes shown on such returns of CenterState and reports as required to be paid by it its Subsidiaries that are due have been fully and (iii) has complied in all material respects with all applicable laws, rules timely paid. Each of CenterState and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, its Subsidiaries have withheld and paid over to the proper governmental entities all amounts material Taxes required to be so have been withheld and paid over under applicable laws and regulationsin connection with amounts paid or owing to any employee, exceptcreditor, stockholder, independent contractor or other third party. No deficiency with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject amount of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have has been proposed, asserted or assessed assessed, in each case, in writing, against EOP CenterState or any of its Subsidiaries. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of CenterState and its Subsidiaries or the EOP assets of CenterState and its Subsidiaries. In the last three (3) years, neither CenterState nor its Subsidiaries have been informed in writing by any jurisdiction that the jurisdiction believes that CenterState or its Subsidiaries were required to file any Tax Return that was not filed. There are no Liens for material Taxes (except Taxes not yet due and no requests for waivers payable or Taxes being contested in good faith) on any of the time assets of CenterState or any of its Subsidiaries. Neither CenterState nor any of its Subsidiaries is a party to assess or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between CenterState and its Subsidiaries). Neither CenterState nor its Subsidiaries (a) have been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was CenterState) or (b) has a liability for Taxes are pendingof any Person (other than CenterState and its Subsidiaries) 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. Neither CenterState nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (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. Neither CenterState nor its Subsidiaries have participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

Taxes. (ai) Each of EOP W. P. Xxxxx and the EOP W. P. Xxxxx Subsidiaries (iincluding, for the avoidance of doubt, NewCo REIT and its Subsidiaries) has timely filed all material Tax returns and reports Returns required to be filed by it (after giving effect to any filing valid extension properly granted by a Governmental Entity having authority to do sofile). Each such Tax Return is true, and all such returns and reports are accurate correct and complete in all material respects, (ii) . W. P. Xxxxx and each W. P. Xxxxx Subsidiary has paid (or EOP W. P. Xxxxx has paid on its behalf) ), all material Taxes shown on such returns and reports as required to be paid. All material Taxes which W. P. Xxxxx or the W. P. Xxxxx Subsidiaries are required by Law to withhold or collect, including Taxes required to have been withheld in connection with amounts paid by it or owing to any employee, independent contractor, creditor, shareholder or other third party and (iii) has complied in all material respects with all applicable lawssales, rules gross receipts and regulations relating use Taxes, have been duly withheld or collected and, to the payment and withholding of Taxes (includingextent required, without limitation, withholding of Taxes pursuant have been paid over to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, proper Governmental Entities within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse EffectLaw. The most recent audited financial statements contained in the EOP W. P. Xxxxx SEC Documents filed with the SEC prior to the date of this Agreement reflect an adequate reserve in accordance with GAAP for all material Taxes payable by EOP W. P. Xxxxx and the EOP W. P. Xxxxx Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. W. P. Xxxxx and each W. P. Xxxxx Subsidiary has established (and until the Closing Date shall continue to establish and maintain) on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable. Since the EOP Financial Statement DateDecember 31, EOP has incurred no liability for Taxes under Sections 857(b)2010, 860(c) or 4981 neither W. P. Xxxxx nor any of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary W. P. Xxxxx Subsidiaries has incurred any material liability for Taxes other than in the ordinary course of businessbusiness and other than transfer or similar Taxes arising in connection with the sales of property. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence sentences will be imposed upon EOP W. P. Xxxxx or any EOP W. P. Xxxxx Subsidiary. Neither EOP Except as disclosed in Schedule 2.2(j) of the W. P. Xxxxx Disclosure Letter, neither W. P. Xxxxx nor any EOP W. P. Xxxxx Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income federal, state, local or foreign Taxes, and ; to EOP's Knowledgethe Knowledge of W. P. Xxxxx, no audit, examination or other proceeding in respect of federal income federal, state, local or foreign Taxes involving any of EOP W. P. Xxxxx or any EOP W. P. Xxxxx Subsidiary is being considered by any Tax authority; and no audit, examination or proceeding in respect of federal, state, local or foreign Taxes involving W. P. Xxxxx or any W. P. Xxxxx Subsidiary has occurred since December 31, 2008. To the Knowledge of EOP, no No deficiencies for any Taxes have been proposed, asserted or assessed in writing (or to the Knowledge of W. P. Xxxxx or any W. P. Xxxxx Subsidiary, proposed) against EOP W. P. Xxxxx or any of the EOP W. P. Xxxxx Subsidiaries, including claims by any taxing authority in a jurisdiction where W. P. Xxxxx or any W. P. Xxxxx Subsidiary does not file Tax Returns but in which any of them is or may be subject to taxation, which individually or in the aggregate would be material, and no requests for waivers of the time to assess any such Taxes have been granted and remain in effect or are pending. There are no Liens for Taxes upon the assets of W. P. Xxxxx or the W. P. Xxxxx Subsidiaries except for statutory Liens for Taxes not yet due or payable and for which appropriate reserves have been established on their respective financial statements in accordance with GAAP.

Taxes. (a) Each Except as disclosed in Section 4.13 of EOP and the EOP Subsidiaries Company Disclosure Statement, (i) has the Company and each of the Subsidiaries have prepared and timely filed with the appropriate governmental agencies all Tax returns and reports Returns required to be filed by it (after giving effect on or before the date hereof, taking into account any extension of time to any filing extension properly file granted by a Governmental Entity having authority to do so)or obtained on behalf of the Company and/or the Subsidiaries, and all each such returns Tax Return is complete and reports are accurate and complete in all material respects, ; (ii) the Company and each of the Subsidiaries have timely paid all Taxes due and payable by them through the date hereof and have made adequate accruals for any Taxes attributable to any taxable period or portion thereof of the Company and/or the Subsidiaries ending on or prior to the date hereof that are not yet due and payable; (iii) all asserted Tax deficiencies or Tax assessments against the Company or any of the Subsidiaries have been paid or finally settled and no issue previously raised by any taxing authority reasonably could be expected to result in a proposed deficiency or assessment for any prior, parallel or subsequent period (including periods subsequent to the Closing Date); (iv) no Tax audit or Tax examination of the Company or any of the Subsidiaries is in progress or pending or, to the knowledge of the Company, threatened by any taxing authority; (v) no extension of the period for assessment or collection of any Tax of the Company or any of the Subsidiaries is currently in effect and no extension of time within which to file any Tax Return has paid been requested, which Tax Return has not since been filed; (vi) no Liens have been filed with respect to any Taxes of the Company or any of the Subsidiaries other than in respect of property taxes that are not yet due and payable; (vii) neither the Company nor any of the Subsidiaries has made, or is or will be required to make, any change in its accounting methods for any period (or EOP has paid portion thereof) ending on its behalfor before the Closing Date that would result in an adjustment for any period (or portion thereof) ending on or after the Closing Date under Section 481 of the Code (or any similar provision of state, provincial, local or non-U.S. law); (viii) the Company and each of the Subsidiaries have made timely payments of all Taxes shown on such returns and reports as required to be deducted and withheld from the wages paid by it to their employees and from all other amounts paid to third parties; (iiiix) has complied in all material respects with all applicable laws, rules and regulations relating to neither the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Company nor any of the Code Subsidiaries is a party to any tax sharing, tax matters, tax indemnification or similar provisions under agreement; (x) neither the Company nor any of the Subsidiaries owns any interest in any “controlled foreign laws) and has, corporation” (within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all meaning of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 Section 957 of the Code, including without limitation ) or “passive foreign investment company” (within the meaning of Section 1296 of the Code); (xi) neither the Company nor any Tax arising from a prohibited transaction described in of the Subsidiaries has made an election under Section 857(b)(6341(f) of the Code, and ; (xii) neither EOP the Company nor any EOP Subsidiary has incurred of the Subsidiaries is a party to any material liability agreement or arrangement that provides for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject payment of any audit, examinationamount, or the provision of any other proceeding benefit, that could constitute a “parachute payment” within the meaning of Section 280G of the Code; (xiii) no claim has ever been made in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding writing by a taxing authority in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To a jurisdiction where the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Company or any of the EOP Subsidiaries, and no requests for waivers Subsidiaries does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction; (xiv) none of the time assets of the Company or any of the Subsidiaries is “tax-exempt use property” (as defined in Section 168(h)(1) of the Code), “tax-exempt bond financed property” (as defined in Section 168(g)(5) of the Code) or may be treated as owned by any other person pursuant to assess Section 168(f)(8) of the Internal Revenue Code of 1954 (as in effect immediately prior to the enactment of the Tax Reform Act of 1986); (xv) the Company is not and will not be at the Closing Date a “United States real property holding corporation,” within the meaning of Section 897 of the Code; (xvi) neither the Company nor any such Taxes of the Subsidiaries has made any elections under Sections 108, 168, 338, 441, 472, 1017, 1033 or 4977 of the Code; (xvii) neither the Company nor any of the Subsidiaries has accounted or is accounting for any transaction pursuant to Section 467 of Code; (xviii) there are pendingno “excess loss accounts” (as defined in Treas. Reg. § 1.1502-19) with respect to any stock of any Subsidiary; and (xix) neither the Company nor any of the Subsidiaries has any (a) deferred gain or loss (1) arising from any deferred intercompany transactions (as described in Treas. Reg. §§ 1.1502-13 and 1.1502-13T prior to amendment by Treasury Decision 8597 (issued July 12, 1995)) or (2) with respect to the stock or obligations of any other member of any affiliated group (as described in Treas. Reg. §§ 1.1502-14 and 1.1502-14T prior to amendment by Treasury Decision 8597) or (b) any gain subject to Treas. Reg. § 1.1502-13, as amended by Treasury Decision 8597.

Taxes. (a) Each of EOP and Except as set forth in the EOP Subsidiaries Disclosure Schedule, (i) the Company has timely filed and caused each of the Company Subsidiaries to timely file all Tax returns and reports Returns that any such entity was required to be filed by it file pursuant to applicable law, except for Tax Returns the failure of which to file would not cause a Material Adverse Effect, (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and ii) all such returns and reports are accurate Tax Returns were correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalfiii) all material Taxes due and owing by the Company and any of the Company Subsidiaries (whether or not shown on such returns any Tax Return) have been paid, (iv) the Historical Financial Statements and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents Interim Financial Statements reflect an adequate reserve (other than a reserve for deferred income taxes established to reflect differences between book basis and tax basis of assets and liabilities) for all material Taxes payable by EOP the Company and the EOP Company Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 dates of the Codereference, including without limitation (v) neither the Company nor any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor Company Subsidiaries has waived any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course statute of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding limitations in respect of federal income Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency or the collection of Taxes, and (vi) to EOPthe Company's Knowledgeknowledge, no auditdeficiencies, examination adjustments or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies claims for any Taxes have been proposed, asserted or assessed against EOP the Company or any of the EOP Company Subsidiaries, and (vii) there are no requests Security Interests for waivers Taxes other than for current Taxes not yet due upon any assets of the time Company or any of the Company Subsidiaries, (viii) none of the Tax Returns of the Company or any of the Company Subsidiaries have been selected for or are now under audit or examination by any tax authority or other Governmental Entity, and there are no suits, actions, proceedings or investigations pending or, to assess the knowledge of the Company or any such of the Company Subsidiaries, threatened against the Company or any of the Company Subsidiaries with respect to any Taxes, (ix) all material Taxes that are pendingrequired by law to be withheld or collected by the Company or any of the Company Subsidiaries have been duly withheld and collected and, to the extent required by applicable law, have been paid to the proper tax authority or other Governmental Entity or properly segregated or deposited, (x) neither the Company nor any of the Company Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return or has liability for the Taxes of any person or entity (other than the Company or any of the Company Subsidiaries) under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign law, as transferee or successor, by contract or otherwise, and (xi) neither the Company nor any of the Company Subsidiaries is party to any Tax sharing or other agreement or arrangement that will require any payment with respect to Taxes.

Taxes. (a) Each of EOP and the EOP Subsidiaries (iExcept as set forth in 3.11(a) has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code Company Disclosure Schedule and except as could not, individually or similar provisions under any foreign laws) and hasin the aggregate, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP a Material Adverse Effect. The Effect on the Company: (i) all Tax Returns required to be filed (taking into account extensions) on or before the Effective Time for taxable periods ending on or before the Effective Time by, or with respect to any activities of, or property owned by, the Company, its subsidiaries, or each affiliated, consolidated, combined or unitary group that included or includes the Company or any of its subsidiaries (a "Tax Group"), --------- have been or will be filed in accordance with all applicable laws and are true, correct and complete in all respects as filed and have not been amended, all Taxes shown as due on such Tax Returns have been or will be timely paid, and reserves reflected on the most recent audited financial statements contained balance sheet of the Company are in the EOP SEC Documents reflect an adequate reserve for accordance with GAAP and are sufficient to cover all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date (whether or not shown as due on any Tax Return) accrued as of such financial statements. Since date and, adjusted for the EOP Financial Statement Datepassage of time, EOP has incurred no liability for will be sufficient to cover all Taxes under Sections 857(b), 860(c) or 4981 as of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6Effective Time; (ii) of all Taxes required to be withheld by the CodeCompany or its subsidiaries have been withheld, and neither EOP nor any EOP Subsidiary has incurred any material liability such withheld Taxes have either been duly and timely paid to the proper Governmental Entities or set aside in accounts for Taxes other than in such purpose if not yet due; (iii) no Tax Return filed by the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP Company or any EOP Subsidiary. Neither EOP nor of its subsidiaries is currently under audit by any EOP Subsidiary Taxing Authority or is the subject of any audit, examination, judicial or other proceeding in respect of federal income Taxesadministrative proceeding, and to EOPthe Company's Knowledge, knowledge no Taxing Authority is threatening to commence any such audit, examination ; (iv) no Taxing Authority is now asserting against the Company or other proceeding in respect of federal income Taxes involving any of EOP its subsidiaries any deficiency or claim for Taxes or any EOP Subsidiary adjustment of Taxes; (v) other than any Tax sharing or indemnification agreement to which the parties are exclusively the Company and/or some or all of its subsidiaries, neither the Company nor any of its subsidiaries is being considered subject to or bound by any Tax authority. To sharing agreement (or other arrangement or practice for the Knowledge sharing of EOPTaxes); (vi) neither the Company nor any of its subsidiaries has ever been a member of a Tax Group, other than one for which the Company or one of its subsidiaries was the common parent; (vii) there are no deficiencies liens for Taxes (other than Taxes not yet due) upon any Taxes have been proposed, asserted or assessed against EOP of the assets of the Company or any of its subsidiaries; and (viii) neither the EOP Subsidiaries, Company nor any of its Subsidiaries has any liability for the Taxes of any person other than the Company and no requests for waivers of the time to assess any such Taxes are pendingits subsidiaries.

Taxes. Except as set forth in Section 3.12 of the Company Disclosure Letter: (a) Each the Acquired Companies have accurately and timely filed (or have had filed upon their behalf) all material Tax Returns required to have been filed by or with respect to them (taking into account any extensions of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports time within which to file), whether required to be filed by it (after giving effect to an Acquired Company, ICG Group, or any filing extension properly granted by a Governmental Entity having authority to do so)of their Affiliates or predecessors, and all such returns Tax Returns are complete and reports are accurate and complete correct in all material respects, ; (iib) has the Acquired Companies have timely paid (or EOP has have had paid on its their behalf) all Taxes shown on such returns and reports as required to be paid by it them, other than those Taxes (i) where payment is not yet due, or (ii) that are being contested in good faith by appropriate proceedings, and for which adequate reserves have been established on the Interim Balance Sheet in accordance with GAAP; (iiic) has complied in the Acquired Companies have duly and timely withheld all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so deducted or withheld and paid over under applicable laws Law and regulationshave timely paid to the appropriate Taxing Authorities all such deducted or withheld amounts; (d) there are no pending or, exceptto the Knowledge of the Company, threatened audits, claims, actions, suits, assessments, investigations or other similar proceedings with respect to Taxes for any Acquired Company; (e) all deficiencies asserted or assessments made, if any, in connection with any Taxes of the foregoingAcquired Companies have been paid in full, where unless the failure validity or amount thereof is being contested by the applicable Acquired Company (or any of its Affiliates) in good faith by appropriate proceedings and for which adequate reserves have been established on the Interim Balance Sheet in accordance with GAAP; (f) the Acquired Companies have not executed or filed with any Governmental Entity (or have had executed or filed on their behalf) any agreement extending the period for assessment or collection of any material Taxes, which agreement is still in effect; (g) no closing agreement pursuant to file such tax returns Section 7121 of the Code (or reports any similar provision of state, local or failure foreign Law) has been entered into by or with respect to pay such Taxes any Acquired Company; (h) no Acquired Company is, and none of the assets of any Acquired Company is an interest in, an entity that is treated as a partnership or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained disregarded entity for Tax purposes; (i) no Acquired Company has engaged in any “listed transaction” as defined in Section 1.6011-4(b) of the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred Treasury Regulations; (j) there are no liability Encumbrances for Taxes under Sections 857(b)upon any property or assets of any of the Acquired Companies, 860(cother than Permitted Encumbrances; (k) or 4981 no Acquired Company has been a party to any transaction governed by Section 355 of the Code; (l) no claim has been made by a Tax authority within the past six (6) years in a jurisdiction where any Acquired Company does not file Tax Returns that such Acquired Company is or may be subject to Taxes assessed by such jurisdiction that has not yet been resolved; (m) the Company is not, including without limitation any Tax arising from a prohibited transaction described and has not been in the period specified in Section 857(b)(6897(c)(1)(A)(ii) of the Code, a U.S. real property holding corporation within the meaning of Section 897 of the Code; and neither EOP nor (n) all related party transactions involving the Acquired Companies are in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any EOP Subsidiary has incurred comparable provision of Tax Law. The representations and warranties made in this Section 3.12 (along with the representations and warranties set forth in Section 3.17) represent the sole and exclusive representations and warranties of the Acquired Companies regarding Tax matters and this Section 3.12 may be relied upon only for Pre-Closing Tax Periods, and not for any material liability for Taxes Post-Closing Tax Period (other than with respect to a change in the ordinary course method of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any accounting under Section 481(c) of the EOP SubsidiariesCode, and no requests for waivers an installment sale pursuant to Section 453 of the time Code, a prepaid amount received on or prior to assess the Closing Date, an election under Section 108(i) of the Code or with respect to the net operating losses shown on the Tax Returns (or pro forma Tax Returns prepared in connection with any such Taxes are pendingconsolidated, combined or unitary income Tax Returns) of the Company and its Subsidiaries).

Taxes. Except as set forth in Schedule 4.13 attached hereto, the Company has not made any tax elections under applicable laws or regulations (a) Each other than elections that related solely to methods of EOP accounting, depreciation or amortization). The Company is not a party to any action, investigation or proceeding by any governmental authority for assessment and the EOP Subsidiaries (i) collection of taxes. The Company has filed on a timely basis with all Tax appropriate governmental entities all tax returns and tax reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), under applicable laws and regulations and all such tax returns and reports are accurate were correct and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as . All taxes required to be paid by it the Company that were due and payable prior to the date hereof have been paid in full and in a timely manner and the Company is not currently liable for any tax (iiiwhether income tax, capital gains tax, or otherwise) that became due and was not duly paid. No deficiency assessment or proposed adjustment of any taxes is pending against the Company and the Company has complied no knowledge of any proposed liability for any such tax to be imposed. Without derogating from the generality of the above, the Company has withheld or collected from each payment made to each of its employees and/or service providers, the amount of all taxes required to be withheld or collected therefrom, and have paid the same to the proper tax receiving officers or authorized depositories, all to the extent regarded under law. All options which have been granted by the Company pursuant to the capital gains route under Section 102(b)(2) of the Ordinance and all shares issued upon exercise of such options have been granted and issued in compliance in all material respects with all the applicable lawsrequirements of Section 102 of the Ordinance, and the requirements of any rules of the Israeli Tax Authority or guidance and regulations policies relating to the payment and withholding of Taxes (said Section 102, including, without limitation, withholding (i) the filing of Taxes applicable documents, applications and notices with the Israeli Tax Authority, (ii) the appointment of an authorized trustee to hold the options granted under Section 102 of the Ordinance and the Shares issued thereunder pursuant to Sections 1441, 1442, 1445, 3121said Section 102, and 3402 (iii) the timely deposit of such options and shares with such trustee pursuant to the terms of Section 102 of the Code Ordinance and the requirements of any rules or similar provisions under any foreign laws) the Israeli Tax Authority or guidance and has, within the time period prescribed by law, withheld and paid over policies relating to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all Section 102 of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingOrdinance.

Taxes. (a) Each of EOP The Company and the EOP Subsidiaries (i) each Subsidiary has filed (or joined in the filing of) when due all Tax returns and reports Returns required by applicable law to be filed by it (after giving effect with respect to any filing extension properly granted by a Governmental Entity having authority to do so), the Company and each Subsidiary and all Taxes shown to be due on such returns and reports are accurate Tax Returns have been paid; (b) all such Tax Returns were true, correct and complete in all material respectsrespects as of the time of each such filing; (c) all material Taxes relating to periods ending on or before the Closing Date owed by the Company and each Subsidiary (whether or not shown on any Tax Return) at any time on or prior to the Closing Date, (ii) has if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (d) any liability of the Company and each Subsidiary for Taxes not yet due and payable, or EOP which are being contested in good faith, has been provided for on the financial statements of the Company in accordance with generally accepted accounting principles; (e) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company or any Subsidiary in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (f) since January 1, 2000, no claim has been made by any Tax authority in a jurisdiction where the Company or any Subsidiary does not currently file a Tax Return that the Company or any Subsidiary is or may be subject to Tax by such jurisdiction, nor to the Sellers' Knowledge is any such assertion threatened; (g) there is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns; (h) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company or any Subsidiary; (i) the Company and each Subsidiary are not parties to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; (j) the Company and each Subsidiary has withheld and paid on its behalf) all material Taxes shown on such returns and reports as required to be withheld in connection with any amounts paid by it or owing to any employee, creditor, independent contractor or other third party; (k) the Company and (iiieach Subsidiary has not been a United States real property holding companies within the meaning of Section 897(c)(2) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign lawsduring the applicable period specified in Section 897(c)(i)(A)(ii) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where Code; and (l) neither the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP Company nor any Subsidiary has incurred no any liability for Taxes under Sections 857(bTreas. Reg. (section)1.1502-6 (or any similar provision of state, local, or foreign law), 860(c) as a member of any consolidated, combined or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes unitary group other than in one for which the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in Company was the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingcommon parent.

Taxes. (a) Each The Company has filed US income tax returns as the parent of EOP the affiliated group of corporations, the only other members of which are the Subsidiaries. The Company and the EOP Subsidiaries have (ior will have by the Closing) has duly filed or caused to be filed in a timely manner (taking into account all Tax returns extensions of due dates) with the appropriate US, federal, state, provincial, local and other governmental authorities all returns, information returns, statements, elections, filings and reports with respect to Taxes (as hereinafter defined) that are required to be filed prior to the Closing Date by it or with respect to the Company and the Subsidiaries, and have (after giving effect or will have by the Closing) paid or deposited all Taxes (including estimated Taxes) required to be paid with respect to the periods covered by such returns, statements, elections, filings or reports, irrespective of amounts shown on such returns, statements, elections, filings or reports. No such returns, statements, elections, filings or reports contain any material misstatement or omit any statements that should have been included and each return, statement, election, filing extension properly granted and report, including accompanying schedules and statements, is true, complete and correct. Adequate provision in accordance with generally accepted accounting principles consistently applied has or will been made have by a Governmental Entity having authority the for the payment of all Taxes with respect to do sothe Company and the Subsidiaries for all the period though the Closing Date for which returns, information returns or statements are not currently due with respect to the Company and the Subsidiaries. Except as set forth in Schedule 3.16 (Taxes), (a) except for tax liens securing the payment of Taxes not yet due and all such returns payable, there are no liens upon any assets of the Company or the Subsidiaries, (b) there are no outstanding agreements or waivers by or with respect to the Company or the Subsidiaries, extending the period of assessment or collection of any Taxes, (c) therein no pending action, proceeding or investigation, and reports are accurate to the best knowledge of the Principal Shareholders, no action, proceeding or investigation has been threatened by any governmental authority, for assessment or collection of Taxes with respect to the Company or the Subsidiaries, and complete (d) no claim for assessment or collection of Taxes has been asserted and no actual or proposed assessment has been made against the Company or any of the Subsidiaries with respect to the Taxes of the Company of the Subsidiaries, and (e) the Company and each of Subsidiaries will have, in all material respects, (ii) has paid (or EOP has paid on its behalf) satisfied for all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects with periods through the Closing Date, all applicable laws, rules and regulations relating to withholdings requirements. To the payment and withholding best knowledge of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 each of the Code Principal Shareholders, there are no facts or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not circumstances that could reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained result in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of liability against the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Company or any of the EOP SubsidiariesSubsidiaries for any Taxes that have not previously been paid with respect to any taxable period for which Tax returns are required to be filed on or before Closing and that have not been audited by the appropriate taxing authority or closed by applicable statutes. The Company has delivered to the Purchaser true and correct copies of all income tax returns and schedules thereto of the Company and the Subsidiaries for the three fiscal years ended as of the Balance Sheet Date, July 31, 1997, and no requests for waivers of July 31, 1996 and all tax elections made by the time Company or the Shareholders from January 1, 1995 to assess any such Taxes are pendingthrough this Agreement.

Taxes. (a) Each of EOP Except as set forth on First Priority Disclosure Schedule 4.6(a), First Priority and the EOP First Priority Subsidiaries (iare members of the same affiliated group within the meaning of Section 1504(a) of the Code. First Priority has filed duly filed, and will file, all material federal, state and local Tax returns and reports required to be filed by it by, or with respect to, First Priority and every First Priority Subsidiary on or prior to the Closing Date, taking into account any extensions (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are being accurate and complete correct in all material respects) and has duly paid or made provisions for the payment of all Taxes which have been incurred by or are due or claimed to be due from First Priority any First Priority Subsidiary by any taxing authority or pursuant to any tax sharing agreement on or prior to Closing Date other than Taxes or other charges that (a) are not delinquent, (iib) are being contested in good faith, or (c) have not yet been fully determined. Except as set forth on First Priority Disclosure Schedule 4.6(a), as of the date of this Agreement, First Priority has received no written notice of, and to First Priority’s Knowledge there is no, audit examination, deficiency assessment, tax investigation or refund litigation with respect to any Taxes of First Priority, and no written claim has been made by any Governmental Entity in a jurisdiction where First Priority does not file Tax returns that First Priority is subject to taxation in that jurisdiction. First Priority and the First Priority Subsidiaries have not executed an extension or waiver of any statute of limitations on the assessment or collection of any material Tax due that is currently in effect. First Priority and each First Priority Subsidiary has withheld and paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and (iii) First Priority and each First Priority Subsidiary, to First Priority’s Knowledge, has timely complied in all material respects with all applicable lawsinformation reporting requirements under Part III, rules and regulations relating to the payment and withholding Subchapter A of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Chapter 61 of the Code and similar applicable state and local information reporting requirements. Neither First Priority nor any First Priority Subsidiary is a party to any tax sharing, tax indemnity, or tax allocation agreement or similar provisions under contract or understanding (collectively, “Tax Agreements”) with any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingPerson.

Taxes. (a) Each Except as set forth on Schedule 5.10 hereto, as of EOP the date hereof, STH and the EOP each of its Subsidiaries (i) has have timely filed all Tax federal, state and foreign tax returns, including, without limitation, information returns and reports required to be filed by it (after giving effect any of them for tax periods ended prior to the date of this Agreement, or requests for extensions have been timely filed and any filing extension properly such request has been granted by a Governmental Entity having authority to do so), and has not expired and all such returns and reports are accurate and complete to the knowledge of STH in all material respects, (ii) has have paid (or EOP has paid on its behalf) accrued in accordance with GAAP all Taxes taxes shown to be due and payable on such returns or which have become due and reports as required payable pursuant to be paid any assessment, deficiency notice, 30-day letter or other notice received by it it, and (iii) has complied have properly accrued in accordance with GAAP all material respects with all applicable laws, rules taxes for such periods and regulations relating periods subsequent to the payment and withholding of Taxes periods covered by such returns, other than, as to clauses (includingi), without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws(ii) and has(iii), within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the any failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would failures that are not reasonably be expected likely, individually or in the aggregate, to have an EOP a Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through Except as set forth on Schedule 5.10 hereto, as of the date of such financial statements. Since the EOP Financial Statement Datehereof, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP STH nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP SubsidiariesSTH Subsidiaries has received written notice that the federal, and no requests for waivers state or local income or franchise tax returns of STH or any STH Subsidiary will be examined by any taxing authority, or that any such examination is ongoing. Except as set forth on Schedule 5.10 hereto, neither STH nor any of the time to assess STH Subsidiaries has executed or filed with the IRS or any such Taxes are pendingother taxing authority any agreement now in effect extending the period for assessment or collection of any income or other taxes.

Taxes. (aExcept as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, or as set forth in Section 3.1(m) Each of EOP the Purchaser Disclosure Schedule, Purchaser and the EOP each of its Subsidiaries (i) has have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax returns and reports Returns (as defined below) required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), of them and all such returns filed Tax Returns are complete and reports are accurate and complete in all material respects, ; (ii) has have paid (or EOP has paid on its behalf) all Taxes that are shown as due and payable on such returns and reports as required filed Tax Returns or that Purchaser or any of its Subsidiaries are obligated to be paid by it and pay without the filing of a Tax Return; (iii) has complied have paid all other assessments received to date in all material respects with all applicable laws, rules and regulations relating to the payment and withholding respect of Taxes other than those being contested in good faith for which provision has been made in accordance with GAAP on the most recent balance sheet included in Purchaser's Annual Report on Form 10-K for the year ended December 31, 2001; (includingiv) have withheld from amounts owing to any employee, without limitation, withholding of creditor or other Person all Taxes pursuant required by law to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, be withheld and have paid over to the proper governmental entities authority in a timely manner all such withheld amounts required to be so withheld the extent due and paid over under payable; (v) have not waived any applicable laws and regulations, except, statute of limitations with respect to all United States federal or state income or franchise Taxes and have not otherwise agreed to any extension of time with respect to a United States federal or state income or franchise Tax assessment or deficiency; (vi) have never been members of any consolidated group for United States federal income tax purposes other than the foregoing, where consolidated group of which Purchaser is the failure common parent; and (vii) are not parties to file such any tax returns sharing agreement or reports or failure to pay such Taxes or failure to comply arrangement other than with such requirements each other. Except as would not reasonably be expected to have an EOP have, individually or in the aggregate, a Material Adverse EffectEffect on Purchaser, no liens for Taxes exist with respect to any of the assets or properties of Purchaser or its Subsidiaries, except for statutory liens for Taxes not yet due or payable or that are being contested in good faith. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for Purchaser has made available to Company true and correct copies of all material Taxes payable federal, state and local Tax Returns filed by EOP Purchaser and its Subsidiaries on which the EOP statute of limitations has not expired. None of Purchaser or its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no been a party to a Section 355 transaction that could give rise to a Tax liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in pursuant to Section 857(b)(6355(e) of the Code. Except as set forth in Section 3.1(m) of the Purchaser Disclosure Schedule, and neither EOP nor any EOP Subsidiary has incurred there are not being conducted or threatened in writing any material liability for Taxes other than in the ordinary course of business. No event has occurredaudits, and no condition or circumstance existsexaminations, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any auditinvestigations, examinationlitigation, or other proceeding proceedings in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect Taxes of federal income Taxes involving any of EOP Purchaser or any EOP Subsidiary is being considered Subsidiary; and none of Purchaser or its Subsidiaries has any material deferred gains created by any Tax authorityother transaction, or has any material excess loss accounts. To Purchaser is not aware of any fact or circumstance that could reasonably be expected to prevent the Knowledge Merger from qualifying as a reorganization within the meaning of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any Section 368(a) of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pendingCode.

Taxes. (a) Each Telepanel and each of EOP and the EOP Telepanel Subsidiaries (i) has filed have timely filed, or caused to be filed, all Tax returns and reports Returns (as defined below) required to be filed by it them (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such of which returns and reports are accurate were correct and complete in all material respects) and have paid, (ii) has paid (or EOP has paid on its behalf) caused to be paid, all Taxes shown (as defined below) that are due and payable, in each case except for any such Tax Returns or Taxes the non-filing or non-payment of which have not had and would not be reasonably likely to have a Material Adverse Effect on such returns and reports as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121Telepanel, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, Telepanel has provided adequate accruals in accordance with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited Canadian GAAP in its financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material any Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statementsthat have not been paid, whether or not shown as being due on any returns. Since the EOP Financial Statement Telepanel Balance Sheet Date, EOP no material Tax liability has been assessed, proposed to be assessed, incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes accrued other than in the ordinary course of business. No event Neither Telepanel nor any Telepanel Subsidiary has occurredreceived any written notification that any material issues have been raised (and are currently pending) by Revenue Canada, the United States Internal Revenue Service or any other taxing authority, including, without limitation, any sales tax authority, in connection with any of the Tax Returns referred to above, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject waivers of any audit, examination, or other proceeding in respect statutes of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes limitations have been proposed, asserted given or assessed against EOP requested with respect to Telepanel or any of the EOP Telepanel Subsidiaries, in each case except for any such written notices or waivers which have not had and no requests for waivers would not be likely to have a Material Adverse Effect on Telepanel. To the best of the knowledge of Telepanel, there are no material proposed (but unassessed) additional Taxes and none have been asserted. No Tax liens have been filed other than for Taxes not yet due and payable. None of Telepanel or any of the Telepanel Subsidiaries (i) has made an election to be treated as a "consenting corporation" under section 341(f) of the Code, (ii) is a "personal holding company" within the meaning of section 542 of the Code or (iii) is a party to any Tax sharing or other similar agreement or arrangement of any nature with any other person pursuant to which Telepanel or any of the Telepanel Subsidiaries has or could have any liabilities in respect of Taxes. Telepanel is not, and has not been, at any time within the last five years prior to assess the date hereof, a "United States real property holding corporation" within the meaning of Section 897 of the Code. Neither Telepanel, any corporation to which Telepanel is the successor in a reorganization described in section 368(a) of the Code nor any Telepanel Subsidiary has, for any prior taxable year, been a "passive foreign investment company" (a "PFIC") within the meaning of section 1296 of the Code, and, on the basis of its income and assets for the current taxable year to date, would not be a PFIC for such Taxes are pendingyear.

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) Parent and each Parent Subsidiary has filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)filed, and all such returns are materially correct and reports are accurate and complete in all material respects, complete; (ii) Parent and each Parent Subsidiary has paid (or EOP has paid on its behalf) all Taxes due whether or not shown on such returns and reports as required to be paid by it and any Tax Return; (iii) there are no pending or, to the knowledge of Parent, threatened, audits, examinations, investigations or other proceedings in respect of Taxes relating to Parent or any Parent Subsidiary; (iv) there are no Liens for Taxes upon the assets of Parent or any Parent Subsidiary, other than Liens for Taxes not yet due and Liens for Taxes that are being contested in good faith by appropriate proceedings; (v) neither Parent nor any of the Parent Subsidiaries has complied in all material respects with all applicable lawsany liability for Taxes of any person (other than Parent and the Parent Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of Law), rules and regulations as a transferee or successor, by contract, or otherwise; (vi) neither Parent nor any Parent Subsidiary is a party to any agreement or arrangement relating to the payment and withholding allocation, sharing or indemnification of Taxes Taxes; (includingvii) neither Parent nor any Parent Subsidiary has taken any action or knows of any fact, without limitationagreement, withholding plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 Section 368(a) of the Code or similar provisions under any foreign lawsand Treasury Regulations; (viii) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP Parent or any Parent Subsidiary for which adequate reserves in accordance with GAAP have not been created; (ix) neither Parent nor any Parent Subsidiary will be required to include any adjustment in taxable income for any Post-Closing Tax Period under Section 481(c) of the EOP SubsidiariesCode (or any comparable provision of Law) as a result of a change in method of accounting for any Pre-Closing Tax Period or pursuant to the provisions of any agreement entered into with any taxing authority with regard to the Tax liability of Parent or any Parent Subsidiary for any Pre-Closing Tax Period; (x) the financial statements included in the Parent SEC Documents reflect an adequate reserve in accordance with GAAP for all Taxes for which Parent or any Parent Subsidiary may be liable for all taxable periods and portions thereof through the date hereof; (xi) no person has granted any extension or waiver of the statute of limitations period applicable to any Tax of Parent or any Parent Subsidiary or any affiliated, combined or unitary group of which Parent or any Parent Subsidiary is or was a member, which period (after giving effect to such extension or waiver) has not yet expired, and there is no requests for waivers currently effective “closing agreement” pursuant to Section 7121 of the time Code (or any similar provision of foreign, state or local Law); (xii) Parent and each Parent Subsidiary have withheld and remitted to assess the appropriate taxing authority all Taxes required to have been withheld and remitted in connection with any such Taxes are pendingamounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party; (xiii) neither Parent nor any Parent Subsidiary has distributed the stock of another person or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code; (xiv) neither Parent nor any Parent Subsidiary has participated in any transaction that has been identified by the Internal Revenue Service in any published guidance as a reportable transaction; (xv) the consolidated federal income Tax Returns of Parent have been examined, or the statute of limitations has closed, with respect to all taxable years through and including 2005; and (xvi) for United States federal tax purposes, Merger Sub is an entity disregarded as separate from Parent under Treasury Regulations Section 301.7701-3(b)(1)(ii).

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), and all such returns and reports are accurate and complete in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports Except as required to be paid by it and (iii) has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP have, individually or in the aggregate, a BPW Material Adverse Effect. The most recent audited , (i) BPW has prepared and timely filed (taking into account any extension of time within which to file), or have had timely filed on its behalf, all Tax Returns required to be filed by any of them and all such filed Tax Returns are true, complete and accurate in all respects, (ii) BPW has paid all Taxes that are required to be paid by any of them prior to the Closing Date or, with respect to Taxes not yet due and payable, have established in the financial statements contained of BPW adequate reserves in accordance with GAAP for the payment of such Taxes, (iii) all deficiencies asserted or assessed by a Taxing Authority against BPW have been paid in full or are adequately reserved in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through financial statements of BPW, in accordance with GAAP, (iv) as of the date of such financial statements. Since this Agreement, there are not pending or, to the EOP Financial Statement DateKnowledge of BPW, EOP has incurred no liability for Taxes under Sections 857(b)threatened in writing, 860(c) or 4981 of the Codeany audits, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Codeexaminations, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, investigations or other proceeding proceedings in respect of federal income Taxes, Taxes and to EOP's Knowledge, there are no audit, examination currently effective waivers (or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers waivers) of the time to assess any such Taxes or Tax deficiencies, (v) there are pendingno Encumbrances for Taxes on any of the assets of BPW other than Permitted Encumbrances, (vi) no power of attorney granted by BPW with respect to Taxes is currently in force, (vii) BPW has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code, (viii) BPW (A) is not a party to or is not bound by any Tax sharing, allocation or indemnification agreement or (B) does not have any liability for Taxes of any other Person (other than BPW) pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise, and (ix) BPW has not participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4.

Taxes. (a) Each of EOP and the EOP Subsidiaries Except as disclosed in Schedule 5.09(a): (i) the Company has timely filed all Tax Returns that it was required to file under all applicable laws and regulations on or before November 30, 2006 (such date, the "Financial Statement Date"); (ii) all such Tax returns were correct and reports complete and were prepared in compliance with all applicable laws and regulations; and (iii) the Company has timely paid all Taxes required to be filed paid on or before the Financial Statement Date. The Company has established, on or before the Closing Date, an adequate reserve on its books and financial records for the payment of all accrued but unpaid Taxes. There are no ongoing Audits of the Company and the Company has not been notified, formally or informally, by any Tax Authority, nor is any Seller otherwise aware, that any such Audit is contemplated, threatened or pending, except as disclosed in Schedule 5.09(b). There are no Legal Proceedings pending or, to the knowledge of Seller, threatened, against the Company by any Tax Authority for any past due Taxes with respect to which the Company would be liable, except as disclosed in Schedule 5.09(c). There has been no waiver or request for a waiver of any applicable statute of limitations nor any consent or request for the consent for the extension of the time for the assessment of any Tax against the Company, except as disclosed in Schedule 5.09(c). There are no Encumbrances for Taxes (other then Taxes not yet due and payable) upon any property or assets of the Company, except as disclosed on Schedule 5.09(d). No claim has ever been received from an authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. The Company is not a party to or bound by any Tax sharing or allocation agreement or similar contract or assignment or any agreement that obligates it to make any payment computed by references to the Taxes, taxable income or taxable losses of any other person. The Company is not liable for the Taxes of any person for any reason (after giving effect to including without limitation any filing extension properly granted by liability arising under Treasury Regulation section 1.1502-6, or liability as a Governmental Entity having authority to do sotransferee or successor). Except as disclosed on Schedule 5.09(g), and all such returns and reports are accurate and complete the Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period after the Closing as a result of any (i) change in all material respectsaccounting method under Section 481 of the Code (or any analogous or comparable provision of U.S. state or local or non-U.S. Tax law), (ii) has paid existing written agreement with a Tax authority with regard to the Tax liability of Company for any period prior to the Closing, (iii) deferred intercompany gain or excess loss account described in Treasury Regulations under section 1502 of the Code (or EOP any corresponding or similar provision of state, local or non-U.S. Income Tax law) arising from any transaction that occurred prior to the Closing, (iv) installment sale or open transaction disposition made prior to the Closing, or (v) prepaid amount received on or prior to the Closing. The Company is not a party to any joint venture, partnership or other written arrangement or contract which would be treated as a partnership for U.S. Federal income tax purposes for any period for which the statute of limitations for any Tax on the income therefrom has paid not expired. Except as disclosed on its behalf) all Taxes shown on such returns and reports as Schedule 5.09(i), the Company has not engaged in any transaction for which their participation is required to be paid by it and (iii) disclosed under Treasury Regulation section 1.6011-4. Except as disclosed on Schedule 5.09(j), the Company has complied in all material respects with all applicable lawsnot made any payments, rules and regulations relating is not obligated to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121make any payments, and 3402 of the Code is not a party to any agreement or similar provisions under other arrangement that would obligate it to make any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements payments that would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes deductible under Sections 857(b), 860(c) or 4981 Section 280G of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (a) Each To the Knowledge of EOP and the EOP Subsidiaries Seller Parties: (i) the Company has timely filed (taking into account any properly granted extensions of time to file) all Tax returns and reports Returns with the appropriate taxing authorities required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)have been filed, and all each such returns and reports are accurate Tax Return is correct and complete in all material respects, ; (ii) has paid (all material Taxes due and owed by the Company, whether or EOP has paid on its behalf) all Taxes not shown on such returns and reports as required to be paid by it and any Tax Return, have been timely paid; (iii) has the Company and its officers, directors or employees responsible for Tax matters have complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and the remittance of withheld Taxes in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (including, without limitation, withholding iv) the Company has not waived any statute of limitations in respect of its Taxes pursuant or agreed to Sections 1441, 1442, 1445, 3121, and 3402 any extension of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all a Tax assessment of deficiency, which waiver or extension is currently in effect; (v) there are no liens for Taxes (other than Taxes not yet due and payable) upon any of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 assets of the Code, including without limitation Company; (vi) the Company has not received any written notice from any Tax arising authority that such Tax authority currently plans to assess any additional Taxes for any period for which Tax Returns have been filed; (vii) no tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company; (viii) the Company has not received from a prohibited transaction described any taxing authority (including jurisdictions in Section 857(b)(6which the Company has not filed Tax Returns) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, currently unresolved (A) written notice indicating an intent to open an audit or other proceeding in respect review, (B) written or oral request for information related to Tax matters or (C) notice of federal income Taxes, and to EOP's Knowledge, no audit, examination deficiency or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies proposed adjustment for any Taxes have been amount of Tax, proposed, asserted or assessed by any taxing authority against EOP or any of the EOP Subsidiaries, Company; and no requests for waivers of (ix) the time to assess any such Taxes are pendingCompany has never been treated as an S-corporation as defined in Section 1361 under the Code.

Taxes. Except as set forth in the Company Balance Sheet (aincluding the notes thereto) Each of EOP and except as would not, individually or in the EOP Subsidiaries aggregate, be reasonably likely to have a Company Material Adverse Effect, (i) has filed all Tax returns and reports Returns required to be filed by it (after giving effect to with any filing extension properly granted by a Governmental Entity having taxing authority to do so)by, or with respect to, the Company and all such returns and reports are accurate and complete its Subsidiaries have been filed in all material respects, (ii) has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied in all material respects accordance with all applicable laws; (ii) the Company and its Subsidiaries have timely paid all Taxes shown as due and payable on the Tax Returns that have been so filed, rules and regulations relating to the payment and withholding of Taxes (includingand, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 as of the Code time of filing, the Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities and the status of the Company and its Subsidiaries (other than, in the case of clause (i) or similar provisions under any foreign lawsclause (ii) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, excepthereof, with respect to all of Taxes and Tax Returns for which the foregoingposition has been taken in good faith and for which adequate reserves are reflected on the Company Balance Sheet, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve as adjusted for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than operations in the ordinary course of business. No event business consistent with past practice since the date of the Company Balance Sheet); (iii) the Company and its Subsidiaries have made provision for all Taxes payable by the Company and its Subsidiaries for which no Tax Return has occurredyet been filed; (iv) the charges, accruals and reserves for Taxes with respect to the Company and its Subsidiaries reflected on the Company Balance Sheet are adequate under GAAP to cover the Tax liabilities accruing through the date thereof; (v) there is no condition action, suit, proceeding, audit or circumstance existsclaim (each, which presents a material risk that any material “Tax described Proceeding”) now proposed in writing or pending against or with respect to the preceding sentence will be imposed upon EOP Company or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding its Subsidiaries in respect of federal income Taxesany Tax or Tax Return; (vi) to the knowledge of the Company, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving neither the Company nor any of EOP or any EOP Subsidiary its Subsidiaries is being considered by liable for any Tax authorityimposed on any entity other than such Person, except as the result of the application of Treas. To Reg. section 1.1502-6 (and any comparable provision of the Knowledge tax laws of EOPany state, no deficiencies for any Taxes have been proposed, asserted local or assessed against EOP foreign jurisdiction) to the affiliated group of which the Company or any of its Subsidiaries is or was the EOP Subsidiaries, and no requests for waivers common parent; (vii) neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the time Code) in a distribution of stock qualifying or intended to assess qualify for tax-free treatment, in whole or in part, under Section 355 of the Code in the two years prior to the date of this Agreement; (viii) neither the Company nor any such of its Subsidiaries has granted any currently effective requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes are pending.with respect to any Tax Returns of the Company or any of its Subsidiaries; (ix) neither the Company nor any of its Subsidiaries is a party to any closing agreement described in Section 7121 of the Code or any predecessor provision thereof or any similar agreement under the tax

Taxes. (a) Each of EOP and the EOP Subsidiaries (i) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Valero, (A) each of Valero and its Subsidiaries has duly and timely filed all Tax returns and reports Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so)it, and all such returns Tax Returns are true, complete and reports are accurate and complete in all material respects, ; (iiB) Valero and each of its Subsidiaries has paid (or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it, and has paid all Taxes that it and was required to withhold from amounts owing to any employee, creditor or third party; (iiiC) has complied in all material respects with all applicable lawsthere are no pending or, rules and regulations relating to the payment and withholding knowledge of Taxes (includingValero, without limitationthreatened audits, withholding of Taxes pursuant to Sections 1441examinations, 1442investigations, 1445deficiencies, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, claims or other proceeding proceedings in respect of federal income TaxesTaxes relating to Valero or any Subsidiary of Valero; (D) there are no liens for Taxes upon the assets of Valero or any Subsidiary of Valero, other than liens for current Taxes not yet due and liens for Taxes that are being contested in good faith by appropriate proceedings; (E) neither Valero nor any of its Subsidiaries has requested any extension of time within which to EOP's Knowledge, no audit, examination or other proceeding file any Tax Returns in respect of federal income Taxes involving any of EOP taxable year which have not subsequently been filed when due (pursuant to such extension), nor provided or been requested to provide any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes that are pendingpending or outstanding; (F) the consolidated federal income Tax Returns of Valero have been examined, or the statute of limitations has closed, with respect to all taxable years through and including July 31, 1997; (G) neither Valero nor any of its Subsidiaries has any liability for Taxes of any Person (other than Valero and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law); and (H) neither Valero nor any Subsidiary of Valero is a party to any agreement (with any Person other than Valero and/or any of its Subsidiaries) relating to the allocation or sharing of Taxes which is currently in force.

Taxes. (a) Each of EOP AP has filed, or caused to be filed, all federal, state, local and the EOP Subsidiaries (i) has filed all Tax foreign income and other tax returns and reports required to be filed by it it, has paid or withheld, or caused to be paid or withheld, all taxes of any nature whatsoever, with any related penalties, interest and liabilities (any of the foregoing being referred to herein as a "Tax"), that are shown on such tax returns as due and payable, or otherwise required to be paid, other than such Taxes as are being contested in good faith and for which reserves have been established in accordance with GAAP except where the failure so to file or pay would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. AP has or will have paid all Taxes due with respect to any period ending on or prior to the Effective Time, or where the payment of Taxes is not yet due, have or will have established, or with respect to Taxes incurred after the date hereof, will timely establish in accordance with past practices, an adequate accrual in accordance with GAAP except for failures to pay or accrue that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no claims, assessments or audits pending or threatened in writing, or to AP's knowledge otherwise threatened, against AP for any alleged deficiency in any Tax, and AP does not know of any Tax claims or assessments threatened against AP which if upheld could, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (after giving effect to any filing extension properly granted reserves maintained by AP). AP has not filed a Governmental Entity having authority consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code"). There is no material inter-company item which would be taken into account by, or excess loss account which would be includable in income of, AP as a result of the transaction contemplated by this Agreement pursuant to do so), the Treasury Regulations promulgated under Section 1502 of the Code. There are no waivers or extensions of any applicable statute of limitation to assess any Taxes. All returns filed by or on behalf of AP with respect to Taxes are true and all such returns and reports are accurate and complete correct in all material respects, . There are no outstanding requests by AP for any extension of time within which to file any return (iiexcept for normal automatic extensions) has paid (or EOP has paid on its behalf) all within which to pay any Taxes shown on such returns and reports as required to be paid by it due on any return. There are no liens for any Taxes upon the assets of AP (other than statutory liens for Taxes not yet due and (iiipayable and liens for real estate taxes being contested in good faith) has complied which individually or in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 of the Code or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to aggregate could have an EOP a Company Material Adverse Effect. AP is not a party to, is not bound by or does not have any obligation under, a tax sharing or tax allocation agreement or arrangement for the allocation, apportionment, sharing, indemnification or payment of taxes. The most recent audited financial statements contained cancellation of the 4,045,100 shares of FMST held by AP, and the issuance in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date Merger of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 a like number of shares to Distribution as part of the CodeMerger Consideration, including without limitation any Tax arising from will not result in an adverse tax consequence to FMST of a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other magnitude greater than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending$50,000.

Taxes. Except as set forth on Schedule 3.7: (a) Each of EOP and the EOP Subsidiaries (i) has filed all Tax returns and reports Returns with respect to Applicable Taxes required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so), Seller have been timely filed and all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, ; (ii) has paid (or EOP has paid on its behalfb) all Applicable Taxes relating or applicable to Seller’s acquisition, ownership or operation of the Assets that are or have become due (whether or not shown on such returns and reports as required to be a Tax Return) have been timely paid by it and in full; (iiic) has complied there is not currently in all effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any material respects with all applicable laws, rules and regulations Applicable Tax of Seller relating to Seller’s acquisition, ownership or operation of the payment and withholding of Taxes Assets; (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121d) there is no claim against the Seller or its Affiliates for any Applicable Taxes, and 3402 of no assessment, deficiency, or adjustment has been asserted, proposed, or, to Seller’s Knowledge, threatened against the Code Seller or similar provisions under any foreign laws) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, its Affiliates with respect to all any Applicable Taxes or Tax Returns with respect to Asset Taxes; (e) no claim has ever been made with respect to the Seller or its affiliates by a Governmental Authority in a jurisdiction where the Seller or its Affiliates does not file Tax Returns that it is or may be subject to taxation in that jurisdiction, and none of the foregoing, where the failure Assets are subject to file Taxes in any jurisdiction in which Tax Returns are not being filed with respect to such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred Assets; (f) there are no liability Liens for Taxes under Sections 857(bon any of the Assets (other than statutory Liens for Taxes that are not yet due and payable), 860(c; (h) or 4981 Seller is not (i) a “foreign person” within the meaning of Section 1445 of the Code, including without limitation or (ii) a “disregarded entity” within the meaning of Treasury Regulation Section 301.7701-3(a); (i) all Tax withholding and deposit requirements imposed by applicable Law with respect to any of the Assets have been satisfied in full in all respects; and (j) none of the Assets is subject to any tax partnership agreement or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income Tax arising from a prohibited transaction described in Section 857(b)(6) Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or any of the EOP Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.

Taxes. (a) Each Except as set forth in Section 3.10 of EOP the Company Disclosure Schedule, each of the Company and the EOP its Subsidiaries has (i) has duly and timely filed (including applicable extensions granted without penalty) all material Tax returns and reports Returns (as hereinafter defined) required to be filed by it (after giving effect at or prior to any filing extension properly granted by a Governmental Entity having authority to do so)the Effective Time, and all such returns and reports Tax Returns are accurate true, correct and complete in all material respects, and (ii) has paid (in full or EOP has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it and (iii) has complied made adequate provision in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 3121, and 3402 financial statements of the Code or similar provisions under any foreign lawsCompany (in accordance with GAAP) and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations, except, with respect to all of the foregoing, where the failure to file such tax returns or reports or failure to pay such Taxes or failure to comply with such requirements would not reasonably be expected to have an EOP Material Adverse Effect. The most recent audited financial statements contained in the EOP SEC Documents reflect an adequate reserve for all material Taxes payable by EOP and the EOP Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EOP Financial Statement Date, EOP has incurred no liability for Taxes under Sections 857(b(as hereinafter defined), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EOP nor any EOP Subsidiary has incurred any material liability for Taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EOP or any EOP Subsidiary. Neither EOP nor any EOP Subsidiary is the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to EOP's Knowledge, no audit, examination or other proceeding in respect of federal income Taxes involving any of EOP or any EOP Subsidiary is being considered by any Tax authority. To the Knowledge of EOP, no deficiencies for any Taxes have been proposed, asserted or assessed against EOP or with respect to the Company or any of its Subsidiaries. Except as set forth in Section 3.10 of the EOP SubsidiariesCompany Disclosure Schedule, (i) there are no liens for Taxes upon the assets of either the Company or its Subsidiaries except for statutory liens for current Taxes not yet due, (ii) neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed and no requests request for waivers of the time to assess any such Taxes are pendingpending or outstanding, (iii) with respect to each taxable period of the Company and its Subsidiaries, the federal and state income Tax Returns of the Company and its Subsidiaries have been audited by the Internal Revenue Service or appropriate state tax authorities or the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, (iv) neither the Company nor any of its Subsidiaries has filed or been included in a combined, consolidated or unitary income Tax Return other than one in which the Company was the parent of the group filing such Tax Return, (v) neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes (other than the allocation of federal income taxes as provided by Regulation 1.1552-l(a)(1) under the Code), (vi) neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar or corresponding provision or requirement of state, local or foreign income Tax law), by reason of the voluntary change in accounting method (nor has any taxing authority proposed in writing any such adjustment or change of accounting method), (vii) neither the Company nor any of its Subsidiaries has filed a consent pursuant to Section 341(f) of the Code, and (viii) neither the Company nor any of its Subsidiaries has made any payment or will be obligated to make any payment in connection with this transaction (by contract or otherwise) which will not be deductible by reason of Section 280G of the Code.