Common use of Taxes Clause in Contracts

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth With respect to all sales, use and similar Taxes in Schedule 4.15: connection with the Covered Project, Provider shall: (a) All income invoice each Host Customer (or other applicable Person) for all such Taxes in accordance with Applicable Laws, timely remit to the applicable Governmental Authority all such Taxes in accordance with Applicable Laws, and other material promptly post to a servicing system maintained by Provider all such Tax amounts collected and remitted, (b) prepare and timely file all Tax Returns required by Law to be prepared and filed by each Company Group Member have been duly in connection with such Taxes and timely filed with the appropriate Governmental Authority, and promptly deliver copies of all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance SheetCompany, and since the date of the Company Most Recent Balance Sheet(c) provide ongoing compliance services in connection with such Taxes, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business including by fully cooperating in connection with all audits and other than any liabilities incurred proceedings regarding such Taxes. • With respect to all property and similar Taxes in connection with the Transactions. Covered Project, Provider shall: (a) reasonably allocate all such Taxes to each applicable Host Customer (or other applicable Person), invoice each such Host Customer (or other applicable Person) for all such allocable Taxes, remit to the applicable Governmental Authority all such Taxes in accordance with Applicable Laws, and promptly post to a servicing system maintained by Provider all such Tax amounts collected and remitted, (b) prepare and timely file all Tax Returns required to be prepared and filed in connection with such Taxes and promptly deliver copies of all such Tax Returns to the Company, (c) Each Company Group Member has paid review all material applicable salesvaluations in connection with such Taxes, use or other similar Taxes. promptly provide such valuations to the Company, and timely and properly protest any such valuations deemed unreasonable by the Company, and (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it provide ongoing compliance services in connection with amounts paid or owed to such Taxes, including by fully cooperating in connection with all audits and other proceedings regarding such Taxes. • Provider shall promptly (and in any employee, independent contractor, creditor, memberevent within five (5) days after the relevant event) notify the Company in writing of any event that could reasonably be expected to, or any other third partydoes, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged result in any auditrecapture or disallowance of, administrative proceeding or judicial proceeding with inability to claim, any Tax Credits in respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnCovered Project. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income federal, state, local and other material Tax Returns foreign tax returns, reports and statements required by Law to be filed (after giving effect to any extension granted in the time for filing) by each Company the Parent, the Borrower, their respective Subsidiaries, or any member of a Controlled Group Member have been duly and timely filed with the appropriate Governmental Authoritygovernmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and where the failure to file could reasonably be expected to cause a Material Adverse Change, except where contested in good faith and by appropriate proceedings; and all such Tax Returns are true, correct taxes and complete in all material respects. (b) All material amounts of Taxes other impositions due and owing by each Company Group Member payable (whether or not reflected on any Tax Returnwhich are material in amount) have been duly and timely paid prior to the date on which any fine, penalty, interest, late charge or loss (which are material in amount) may be added thereto for non‑payment thereof except where contested in good faith and by appropriate Governmental Authority, no Company Group Member has any liability for a material amount proceedings. As of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of this Agreement, neither the Company Most Recent Balance SheetParent, no Company the Borrower nor any member of a Controlled Group Member has incurred given, or accrued been requested to give, a waiver of the statute of limitations relating to the payment of any material Tax liability federal, state, local or foreign taxes or other impositions. None of the Property owned by the Parent, the Borrower or any taxable income other member of a Controlled Group is Property which the Parent, the Borrower or gain outside the ordinary course any member of business other than any liabilities incurred in connection with the Transactions. (c) Each Company a Controlled Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes is required to be treated as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld or deducted by it in connection with amounts paid or owed the Borrower and all members of each Controlled Group from their employees for all periods to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied comply in all material respects with the tax, social security and unemployment withholding provisions of applicable Laws with respect to Tax withholdingfederal, including state, local and foreign law. Timely payment of all reporting material sales and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that use taxes required by applicable law have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority the Parent, the Borrower and all other members of each Controlled Group, the failure to timely pay of which could reasonably be expected to cause a Material Adverse Change. The amounts shown on all tax returns to be due and payable have been paid in a jurisdiction where a Company Group Member does not file a Tax Return that such entity full or adequate provision therefor is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving included on the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes books of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 appropriate member of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)applicable Controlled Group. (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income Contributor has filed all tax returns (including tax reports and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects. (bstatements) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted filed by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authorityit, and has paid all taxes (iiiincluding any interest, penalty or additions thereto) complied required to have been paid by it. All such tax returns are complete and accurate in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in properly reflect the relevant taxes for the periods covered thereby. Contributor has not received any audit, administrative proceeding notice that any tax deficiency or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim delinquency has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) asserted against Contributor. There are no outstanding agreements extending audits relating to taxes of Contributor pending or waiving in process or, to the statutory period knowledge of Contributor, threatened. Contributor is not currently the beneficiary of any waiver of any statute of limitations applicable in respect of taxes nor of any extension of time within which to file any claim for, tax return or the period for the collection or to pay any tax assessment or reassessment of, Taxes deficiency. There are no liens or encumbrances relating to taxes on or threatened against any of the Company Group, assets of Contributor. Contributor has withheld and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or paid all taxes required by law to have been withheld and paid by it. Neither Contributor nor any predecessor thereof) has constituted either a “distributing corporation” of Contributor is or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning tax allocation or sharing agreement or a member of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision an affiliated group of corporations filing a consolidated Federal income tax return. Contributor has delivered to Pentegra correct and complete copies of Contributor's three most recently filed annual state, local and Federal income tax returns, together with all examination reports and statements of deficiencies assessed against or foreign Law). (j) No Company Group Member will be required agreed to include by Contributor during the three calendar year period preceding the date of this Agreement. Contributor has neither made any material item of income inpayments, 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required is obligated to make any payment payments, or is a party to any agreement that under any circumstance could obligate it to make any payments that will not be deductible under Code section 280G. (b) Contributor does not intend to dispose of any of the shares of Pentegra Common Stock to be received hereunder and is not a party to any plan, arrangement or agreement for the disposition of such shares. Contributor and Shareholders have no knowledge, after due inquiry, of any such intent, plan, arrangement or agreement by any Shareholder. Nothing contained herein shall prohibit Contributor from selling such shares of Pentegra Common Stock after the Closing Date as a result of an election under Section 965(h) of the Codedesignated holding period and in accordance with SECTION 12.1 hereof.

Taxes. Except as set forth in Schedule 4.15: (a) All income federal, state, local and other material Tax Returns foreign tax returns, reports and statements required by Law to be filed (after giving effect to any extension granted in the time for filing) by each Company the Parent, the Borrower, their respective Subsidiaries, or any member of a Controlled Group Member have been duly and timely filed with the appropriate Governmental Authoritygovernmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and where the failure to file could reasonably be expected to cause a Material Adverse Change, except where contested in good faith and by appropriate proceedings; and all such Tax Returns are true, correct taxes and complete in all material respects. (b) All material amounts of Taxes other impositions due and owing by each Company Group Member payable (whether or not reflected on any Tax Returnwhich are material in amount) have been duly and timely paid prior to the date on which any fine, penalty, interest, late charge or loss (which are material in amount) may be added thereto for non-payment thereof except where contested in good faith and by appropriate Governmental Authority, no Company Group Member has any liability for a material amount proceedings. As of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of this Agreement, neither the Company Most Recent Balance SheetParent, no Company the Borrower nor any member of a Controlled Group Member has incurred given, or accrued been requested to give, a waiver of the statute of limitations relating to the payment of any material Tax liability federal, state, local or foreign taxes or other impositions. None of the Property owned by the Parent, the Borrower or any taxable income other member of a Controlled Group is Property which the Parent, the Borrower or gain outside the ordinary course any member of business other than any liabilities incurred in connection with the Transactions. (c) Each Company a Controlled Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes is required to be treated as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld or deducted by it in connection with amounts paid or owed the Borrower and all members of each Controlled Group from their employees for all periods to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied comply in all material respects with the tax, social security and unemployment withholding provisions of applicable Laws with respect to Tax withholdingfederal, including state, local and foreign law. Timely payment of all reporting material sales and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that use taxes required by applicable law have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority the Parent, the Borrower and all other members of each Controlled Group, the failure to timely pay of which could reasonably be expected to cause a Material Adverse Change. The amounts shown on all tax returns to be due and payable have been paid in a jurisdiction where a Company Group Member does not file a Tax Return that such entity full or adequate provision therefor is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving included on the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes books of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 appropriate member of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)applicable Controlled Group. (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: The Team Member acknowledges that (a) All income and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, ultimate liability for any and all such Tax Returns are trueincome tax, correct social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and complete in all material respects. remains the Team Member’s responsibility and may exceed the amount actually withheld by the Company and/or the Service Recipient and (b) All material amounts the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of Taxes due any Tax-Related Items in connection with any aspect of the PBRSUs, including, but not limited to, the grant, vesting and/or conversion of the PBRSUs and owing by each Company Group Member issuance of Shares; (whether ii) do not commit and are under no obligation to structure the terms of the grant or not reflected on any Tax Returnaspect of the PBRSUs to reduce or eliminate the Team Member’s liability for Tax-Related Items; (iii) have been duly and timely paid may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the appropriate Governmental Authority, no Company Group Team Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on become subject to tax in more than one jurisdiction between the Company Most Recent Balance Sheet, Grant Date and since the date of any relevant taxable event; and (iv) may refuse to deliver the Company Most Recent Balance Sheet, no Company Group Shares to the Team Member has incurred if he or accrued any material Tax liability she fails to comply with his or any taxable income or gain outside the ordinary course of business other than any liabilities incurred her obligations in connection with the Transactions. (c) Each Tax-Related Items as provided in this Section. The Team Member authorizes and consents to the Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, memberand/or the Service Recipient, or any other third partytheir respective agents, (ii) duly and timely remitted such amounts satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Team Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject highest number of any dispute or claim with respect to Taxes, other than disputes or claims whole Shares that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account determines has a value less than or equal to the aggregate applicable extensions) paidTax-Related Items. In lieu thereof, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group the Team Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving elect at the statutory period time of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes conversion of the PBRSUs such other then-permitted method or combination of methods established by the Company Group, and no written request for any such waiver or extension is currently pendingand/or the Service Recipient to satisfy the Team Member’s Tax-Related Items. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed by each Company of the Group Member Companies have been duly and timely filed in accordance with the appropriate Governmental Authority, applicable Laws and all such Tax Returns are true, correct correct, and complete in all material respects. (b) . All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected shown on any a Tax Return) of the Group Companies have been duly timely paid. Each of the Group Companies has timely paid or withheld all material Taxes required to be paid or withheld with respect to its employees, independent contractors, creditors and other third parties and timely paid over such Taxes to the appropriate Governmental Authority. None of the Group Companies has executed any outstanding waiver of any statute of limitations or outstanding extension of the period, for the assessment or collection of any material Tax. To the Knowledge of the Company, no audit or Action of, or with respect to, any material Tax Return or material Taxes of any Group Company Group Member has is currently in progress or threatened. No deficiency for any liability for a material amount of unpaid Taxes which Tax has been asserted or assessed by a Governmental Authority against the Group Companies that has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted satisfied by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paidpayment, settled or withdrawn. (f) . All preferential tax treatments granted to the Group Companies have been properly approved by or filed with the competent Governmental Authorities in accordance with applicable Laws. No written claim has been made by any a Governmental Authority in a any jurisdiction where a any Group Company Group Member does has not file a filed Tax Return that such entity Person is or may be subject to Tax or required any filing requirement related to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes . None of the Company Group, and no written request for any such waiver or extension Group Companies is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to or bound by, or has any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (obligation under, any Tax allocation agreement, Tax indemnity agreement, Tax sharing agreement or similar contract or arrangement to indemnify any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member other Person with respect to Taxes that will be 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 in effect after the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company The charges, accruals and reserves for Taxes with respect to the Group Member will be required to make any payment after Companies reflected on the Closing Date as a result of an election under Section 965(h) books and records of the CodeGroup Companies are adequate to cover material Tax liabilities accruing through the end of the last period for which the Group Companies ordinarily record items on their respective books. Since the end of the last period for which the Group Companies ordinarily record items on their respective books, none of the Group Companies has engaged in any transaction, or taken any action that would materially impact any Tax asset or Tax liability of the Group Companies.

Taxes. Except as set forth in Schedule 4.15: (a) All income Each Group Company has duly and other material timely filed all Tax Returns as required by Law to be have been filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, it and all such Tax Returns are true, correct correct, and complete complete. Except as set forth in Section 3.16(a) of the Disclosure Schedule, each Group Company has paid in full all material respectsTaxes required to be paid by it and no Tax Liens (other than for current Taxes not yet due or payable) are currently in effect against any of the assets of any Group Company. The provisions for Taxes in the Financial Statements fully reflect all unpaid Taxes of each Group Company, whether or not assessed or disputed as of the date of the applicable Financial Statements. (b) All material amounts No examination or audit of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have Returns of any Group Company by any Government Authority is currently in progress or has been duly and timely paid to the appropriate Governmental Authority, no threatened. No assessment of Tax has been proposed in writing against any Group Company Group Member has or any liability for a material amount of unpaid Taxes which has not been accrued for their assets or reserved on the Company Most Recent Balance Sheet, and since the date properties. None of the Company Most Recent Balance SheetGroup Companies is subject to any waivers or extensions of applicable statutes of limitations with respect to Taxes for any year. Since the Statement Date, no Company none of the Group Member Companies has incurred or accrued any material Tax liability or any taxable income or gain outside Taxes other than in the ordinary course of business business. None of the Group Companies has received any written claim from a Government Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction. None of the Group Companies is treated as a resident for Tax purposes of, or is otherwise subject to income Tax in, a jurisdiction other than any liabilities incurred the jurisdiction in connection with the Transactionswhich it has been established. (c) Each Group Company Group Member has withheld and paid all material applicable salesTaxes required to have been withheld and paid in connection with any amounts due, use owing to or other similar Taxespaid to any Person. (d) Each Group Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it is in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied compliance in all material respects with all terms, conditions and formalities necessary for the continuance of any Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund or other Tax reduction agreement or order available under any applicable Tax Law. Each such Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund or other Tax reduction agreement or order enjoyed by any Group Company has been made or granted in compliance with all applicable Laws and is expected to remain in full effect throughout the current effective period thereof after the Closing Date and no Group Company has received any notice to the contrary. Each Group Company is in compliance in all material respects with respect all transfer pricing requirements in all jurisdictions in which they are required to Tax withholdingcomply with applicable transfer pricing regulations, and all the transactions between any Group Company and other related Persons (including all reporting any Group Company) have been effected on an arm’s length basis. All exemptions, reductions and record keeping requirementsrebates of material Taxes granted to any Group Company by a Government Authority are in full force and effect and have not been terminated. None of the Group Companies is responsible for Taxes of any other Person by reason of Contract, successor Liability, operation of Law or otherwise. (e) No Group Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be required to include any material item of income inamounts in income, or exclude any material item items of deduction fromdeduction, taxable income or qualification for any Tax exemption, Tax holiday, Tax credit, Tax incentive or Tax refund, in a taxable period (or portion thereof) ending beginning after the Closing Date as a result of any: (i) a change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or occurring prior to the Closing Date Date. The transactions contemplated under this Agreement and made prior the other Transaction Documents to which a Group Company is a party are not in violation of any applicable Law regarding Tax, and will not result in any Tax exemption, Tax holiday, Tax credit, Tax incentive, Tax refund being revoked, cancelled or terminated or trigger any Tax liability for the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeCompanies.

Taxes. Except as set forth in Schedule 4.15:5.22, (ai) All income and other material Tax Returns required by Law to be have been filed by each Company Group Member or with respect to the COMPANY and any affiliated, combined, consolidated, unitary or similar group of which the COMPANY is or was a member (a "Relevant Group") with any Taxing Authority have been duly and timely filed with the appropriate Governmental Authorityfiled, and all each such Tax Returns are trueReturn correctly and completely reflects the income, correct franchise or other Tax liability and all other information, including the tax basis and recovery periods for assets, required to be reported thereon. The Company has furnished or made available to URSI complete in and accurate copies of all material respects. (b) income and franchise tax returns, and any amendments thereto, filed by the Company and any Acquired Party for all taxable years ending on or after December 31, 1994. All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected shown on any Tax ReturnReturn and whether or not assessed) owed by the COMPANY, its Subsidiaries and any member of a Relevant Group (collectively, the "Acquired Parties") have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionspaid. (cii) Each Company Group Member has paid The provisions for Taxes due by the COMPANY and its Subsidiaries (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the COMPANY Financial Statements are sufficient for, and adequate to cover, all material applicable sales, use or other similar Taxesunpaid Taxes of such Acquired Party. (diii) No Acquired Party is a party to any current agreement extending the time within which to file any Tax Return. No claim has ever been made by any Taxing Authority in a jurisdiction in which an Acquired Party does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (iv) Each Company Group Member Acquired Party has (i) withheld and deducted paid all material amounts of Taxes required to have been withheld or deducted by it and paid in connection with amounts paid or owed owing to any employee, independent contractor, creditor, member, independent contractor or any other third party, . (v) No Acquired Party expects any Taxing Authority to assess any additional Taxes against or in respect of it for any past period. There is no dispute or claim concerning any Tax liability of any Acquired Party either (i) claimed or raised by any Taxing Authority or (ii) duly and timely remitted such amounts otherwise known to the appropriate Governmental Authority, and (iii) complied any Acquired Party. No issues have been raised in all material respects with applicable Laws any examination by any Taxing Authority with respect to any Acquired Party which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined. Schedule 5.22(v) attached hereto lists all federal, state, local and foreign income Tax withholdingReturns filed by or with respect to any Acquired Party for all taxable periods ended on or after December 31, including 1993, indicates those Tax Returns, if any, that have been audited, and indicates those Tax Returns that currently are the subject of audit. Each Acquired Party has delivered to URSI complete and correct copies of all reporting federal, state, local and record keeping requirementsforeign income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by, such Acquired Party since January 1, 1993. (evi) No Company Group Member is engaged Acquired Party has waived any statute of limitations in respect of Taxes or agreed to any audit, administrative proceeding or judicial proceeding extension of time with respect to Taxes. No Company Group Member is the subject of any dispute Tax assessment or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawndeficiency. (fvii) No written claim Acquired Party has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity payments, is or may be subject obligated to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to make any claim forpayments, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” agreement that under certain circumstances could require it to make any payments, that would not be deductible by reason of the application of Section 280G of the Code. (viii) No Acquired Party is a party to or has any ongoing liability under any Tax allocation or sharing agreement. (ix) None of the assets of any Acquired Party constitutes tax-exempt bond financed property or tax-exempt use property, within the meaning of Section 168 of the Code. No Acquired Party is a party to any "safe harbor lease" that is subject to the provisions of Section 168(f)(8) of the Internal Revenue Code as in effect prior to the Tax Reform Act of 1986, or to any "long-term contract" within the meaning of Section 460 of the Code. (x) No Acquired Party is a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income Tax purposes. (xi) To the knowledge of the COMPANY, there are no accounting method changes, or proposed or threatened accounting method changes, of any Acquired Party that could give rise to an adjustment under Section 481 of the Code for periods after the Closing Date. (xii) No Acquired Party has received any written ruling of a Taxing Authority related to Taxes or entered into any written and legally binding agreement with a Taxing Authority relating to Taxes. (xiii) Each Acquired Party has substantial authority for the treatment of, or has disclosed (in accordance with Section 6662(d)(2)(B)(ii) of the Code) on its federal income Tax Returns, all positions taken on its relevant federal income Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662(d) of the Code. (xiv) No Acquired Party has any liability for Taxes of any Person other than such Acquired Party (i) under Section 1.1502-6 of the Treasury Regulations Section 1.6011-4(b)(2) regulations (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawlaw), (ii) entered into prior to the Closing; as a transferee or successor, (iii) installment sale or open transaction disposition made prior to the Closing, by contract or (iv) prepaid amount or deferred revenue received prior otherwise. (xv) No consent has been filed relating to the ClosingCompany or any Acquired Party pursuant to Section 341(f) of the Code, nor has the Company or any Acquired Party made any tax election that would materially increase the amount of Taxes payable by the Company or any Acquired Party in any Post-Closing Period. (xvi) There is no current plan or intention by any STOCKHOLDER to sell, exchange, or otherwise dispose of a number of shares of URSI Stock received in the Merger that would reduce the STOCKHOLDERS' ownership of URSI Stock to a number of shares having a value, as of the Closing Date, of less than fifty percent (50%) of the value of all of the formerly outstanding stock of the COMPANY, respectively, as of the same date. No Company Group Member For purposes of this representation, shares of COMPANY Stock exchanged for cash or other property, shares of the COMPANY Stock surrendered by dissenters, if any, and shares of COMPANY Stock exchanged for cash in lieu of fractional shares of URSI Stock will be required to make any payment treated as outstanding COMPANY Stock on the date of the transaction. Moreover, shares of COMPANY Stock and shares of URSI Stock held by STOCKHOLDERS and otherwise sold, redeemed, or disposed of on or after January 1, 1997, including after the Closing Date Date, will be considered in making this representation. (xvii) The STOCKHOLDERS and the COMPANY and, to the knowledge of the COMPANY and STOCKHOLDERS, URSI will each pay their respective expenses, if any, incurred in connection with the Merger in accordance with Section 18.6 hereof. (xviii) There is no intercorporate indebtedness existing between URSI and the COMPANY that was issued, acquired, or will be settled at a discount. (xix) The COMPANY is not an investment company as a result of an election under defined in Section 965(h368(a)(2)(F)(iii) and (iv) of the Code. (xx) The fair market value of the assets of the COMPANY transferred to URSI exceeds the sum of its liabilities, plus the amount of liabilities, if any, to which the transferred assets are subject. (xxi) The liabilities of the COMPANY assumed by URSI and the liabilities to which the transferred assets are subject were incurred by the COMPANY in the ordinary course of its business. (xxii) The COMPANY is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (xxiii) None of the compensation received by any STOCKHOLDER-employees of the COMPANY will be separate consideration for, or allocable to, any of their shares of the COMPANY; none of the shares of URSI Stock received by any STOCKHOLDER-employees in the Merger will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to any STOCKHOLDER-employees will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's length for similar services. (xxiv) The fair market value of the URSI Stock and other consideration to be received by each STOCKHOLDER pursuant to the Merger, will be approximately equal to the fair market value of the COMPANY Stock surrendered in the Merger. (xxv) To the knowledge of the STOCKHOLDERS, the fair market value as of the Closing Date of the right of the STOCKHOLDERS to receive contingent consideration pursuant to Section 2.2 of the Agreement will not exceed 7.5% of the aggregate consideration to be received by such STOCKHOLDERS pursuant to the Merger. (xxvi) Intentionally Omitted.

Taxes. Except All Taxes (as set forth in Schedule 4.15: (ahereinafter defined) All income and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting the Business that are due and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding payable or judicial proceeding with respect which relate to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) tax periods ending on or prior to the Closing Date have been or will be duly and made properly computed, reported, fully paid and discharged by Sellers. There are no unpaid Taxes with respect to any period, or a portion thereof, ending on or before the Closing Date which are or could become a Lien on the Assets or the ELAC Assets, except for current Taxes not yet due and payable or reserved for in the Financial Statements. Except as set forth on Schedule 4.16, there has been filed by or on behalf of ELAC all material returns, declarations, statements, reports, schedules, forms and information returns and any amended tax returns relating to any Taxes (the "Tax Returns"). All such material Tax Returns are true, complete and correct in all material respects and all Taxes shown as due on such Tax Returns have been or will be paid in a timely fashion by Sellers prior to Closing or have been accrued for on ELAC's financial statements. Except as set forth on Schedule 4.16, no audit or other proceeding by any Governmental Authority, or similar person is pending, or to the Knowledge of Sellers, is threatened with respect to any material Taxes due from or with respect to ELAC. No material issues relating to Taxes were raised in writing by the relevant taxing authority during any audit or examination. Except as set forth in Schedule 4.16, ELAC is not a party to or bound by (nor will it become a party to or bound by prior to the Closing; (iiClosing Date) “closing any tax indemnity, tax sharing, or tax allocation agreement” as described in Section 7121 . There is no material agreement or other document extending, or having the effect of extending, the Code (period of assessment or collection of any corresponding Taxes and no power of attorney with respect to any material Taxes of ELAC has been executed or similar provision filed with any Governmental Authority. ELAC is not, nor has it ever been, a member of a U.S. consolidated, combined unitary tax group. As used herein, the term "Taxes" shall include all federal, state, local and foreign taxes, assessments or foreign Law) entered into prior to the Closing; other governmental charges (iii) installment sale or open transaction disposition made prior to the Closingincluding, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be without limitation, net income, gross income, excise, franchise, sales and value added taxes, taxes withheld from employees' salaries and other withholding taxes and obligations and all deposits required to make be made with respect thereto), levies, assessments, deficiencies, import duties, licenses and registration fees and charges of any payment after nature whatsoever, including any interest, penalties, additions to tax or additional amounts with respect thereto, imposed by any government or taxing authority, provided, however, that the Closing Date as a result of an election under term "Taxes" does not include the taxes, duties and levies referred to at Section 965(h) of the Code2.6.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other Taxes payable by the Company or any of its Affiliates (or any affiliated, consolidated, combined unitary or similar group of which the Company is or was a member), including but not limited to in respect of the Assets or the Business, have been timely paid, including but not limited to any Taxes the non-payment of which would result in a Lien on any Asset or as would otherwise adversely affect the Assets or would result in Parent, Merger Sub or the Surviving Company becoming liable or responsible therefor. (b) All material Tax Returns required by Law to be filed by each or on behalf of the Company Group Member or any of its Affiliates (or any affiliated, consolidated, combined unitary or similar group of which the Company is or was a member), including with respect to the Assets or the Business, have been duly and timely filed with the appropriate Governmental Authorityfiled, and all such Tax Returns are true, complete and correct and complete in all material respects. (b) All material amounts respects and have been filed in accordance with all applicable Law; neither the Company nor any of Taxes due and owing its Affiliates has been informed in writing by each any jurisdiction that such jurisdiction believes that the Company Group Member (whether or not reflected on any of its Affiliates is or was required to file any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date Return in respect of the Company Most Recent Balance Sheet, no Company Group Member has incurred Business or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the TransactionsAssets. (c) Each All Taxes that the Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts any of Taxes its Affiliates is or was required by Law to have been withheld or deducted by it withheld, including in connection with amounts paid the Assets or owed the Business, to any employee, independent contractor, creditor, memberstockholder, or any other third party, (ii) party have been duly withheld or collected and timely remitted such amounts paid to the appropriate proper Governmental Authority, and the Company and its Affiliates have complied with all reporting and recordkeeping requirements. The Company has properly classified all personnel as either employees or independent contractors. (iiid) complied in all material respects with applicable Laws No unpaid Tax deficiency has been asserted against or with respect to Tax withholding, including all reporting the Assets or the Business and record keeping requirementsneither the Company nor any of its Affiliates has received notice of any such assertion. (e) No The Company Group Member is engaged not and has never been a partnership the disposition of an interest in any audit, administrative proceeding which would be subject to withholding under Code Section 1445(e)(5) or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, Code Section 897(g) and no such claims have been threatened withholding pursuant to Code Section 1445 will be required in writing. All deficiencies for Taxes asserted connection with this Agreement or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawntransactions contemplated hereby. (f) No written claim has been made by Neither the Company nor its Affiliates maintains a “permanent establishment” or “fixed base” in any Governmental Authority foreign jurisdiction as such terms are defined in a jurisdiction where a any applicable income Tax treaty and the Company Group Member does not have any requirement to file a any Tax Return that such entity is or may be subject pay any Tax Liability to Tax or required to file a Tax Return in that jurisdictionany foreign Governmental Authority. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member Neither Parent nor Merger Sub will be required to include any material item of income in, or exclude any material item of deduction from, amount in taxable income for any taxable period (or portion thereof) thereof ending after the Closing Date as a result of any: with respect to any (i) change in, cash or use of an improper, method of accounting for a taxable period (or portion thereof) ending cash equivalents received on or prior to the Closing Date and made or (ii) income economically accrued on or prior to the Closing; Closing Date. (iih) “closing agreement” as described Neither the Company nor any of its Affiliates is or has been required to make any adjustment to any Tax accounting method used with respect to the Assets or the Business and there is no application pending with any Governmental Authority requesting permission for any changes in Section 7121 any of its accounting methods for Tax purposes currently nor has there been in the past four (4) years. No Governmental Authority has proposed in writing any such adjustment or change in accounting method of, or that is being used with respect to, the Assets or the Business. (i) None of the Assets is treated for federal, state, local or other applicable income Tax purposes as an equity interest in an entity or other Person. (j) The Company (i) has never been a member of any “affiliated group” within the meaning of Code (Section 1504(a) filing a consolidated federal income Tax Return or any corresponding other consolidated, combined, or similar provision of unitary group for federal, state, local or foreign LawTax purposes; (ii) entered into prior is not a party to the Closingany contractual obligation relating to Tax sharing, Tax allocation or any similar arrangement; or (iii) installment sale does not have any liability for the income Taxes of any person under Treasury Regulation Section 1.1502-6 (or open transaction disposition made prior to the Closingany similar or analogous law or administrative provision of federal, state, local or foreign Tax law), as a transferee or successor, or by contract or otherwise. (ivk) prepaid amount No Tax Return in respect of any Assets or deferred revenue received prior to the ClosingBusiness is currently being audited by any Governmental Authority and no examination or audit of any such Tax Return is currently threatened in writing by any Governmental Authority. (l) There is no pending or threatened Action in writing concerning any Tax Liability of the Company, any of its Affiliates, or otherwise concerning the Assets or the Business. No assessment or deficiency for any Tax or adjustment to any Tax item has been proposed or threatened in writing against the Company. The Company Group Member will has made available to Parent and Merger Sub accurate and complete copies of all Tax Returns, examination reports and statements of deficiencies filed, assessed against or agreed to by the Company or any of its Affiliates since June 30, 2012. (m) Neither the Company nor its Affiliates has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Neither the Company nor its Affiliates has executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings relating to Taxes have been entered into or issued by any Governmental Authority with or in respect of the Company or any of its Affiliates. (n) The Company has never engaged in or promoted any “listed transaction” (within the meaning of Code Section 6707(A)(c)(2) and Treasury Regulation 1.6011-4). (o) The Company is a “partnership” for U.S. federal income Tax, and applicable state and local Tax, purposes. The Company has not made any election to be required to make any payment after the Closing Date treated as a result of an election under Section 965(h) of the Codecorporation for U.S. federal income Tax, or state and local Tax, purposes.

Taxes. Except as set forth in on Schedule 4.15: 3.14, (a) All income and other material all Tax Returns required by Law to be filed by each Company or with respect to any member of the NOARK Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, complete and correct and complete in all material respects. , (b) All material amounts of all Taxes due and owing by each Company from any member of the NOARK Group Member (whether or not reflected on due in connection with the filing of any Tax Return) have been duly paid in full, (c) there are no Liens on any of the Assets that arose in connection with any failure to pay any Tax, (d) there is no claim against any member of the NOARK Group (and timely paid to no claim for which a member of the appropriate NOARK Group may be held liable) pending by any Governmental Authority in connection with any Tax, (e) no Tax Return of a member of the NOARK Group is under audit or examination by any Governmental Authority, (f) there are no Company Group Member has any liability agreements or waivers currently in effect that provide for a material amount an extension of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws time with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject filing of any dispute such Tax Return or claim with respect the assessment or collection of any Tax for which a member of the NOARK Group may be liable, (g) to Taxesthe Knowledge of Seller, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company member of the NOARK Group Member does not file a Tax Return that such entity it is or may be subject to Tax or required to file a Tax Return taxation in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company each member of the NOARK Group Member is (and has been since the date of its formation (or any predecessor thereofin the case of AAP, has been since its conversion into a limited liability company)) has constituted either disregarded as an entity separate from its owner, or treated as a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying partnership if it had more than one owner, for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). federal income tax purposes, (i) No Company each member of the NOARK Group Member has been collected or withheld and paid over to the appropriate Tax Authority all Taxes that it was required to collect or withhold and (j) no member of the NOARK Group is a party to or bound by any “listed transaction” within Tax allocation, sharing or indemnity agreement or arrangement and no member of the meaning NOARK Group has any liability for the Taxes of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of stateother Person, local or foreign Law). (j) No Company Group Member will be 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: being a member of a combined, consolidated or unitary group, as a transferee or successor, by contract or otherwise (i) change inexcept for AAP, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or which may have such liability with respect to periods prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Codeits conversion).

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Company Tax Returns required by Law to be filed by each Company Group Member have been duly properly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects. Each affiliated group with which any of the Company and its Subsidiaries files a consolidated or combined Tax Return has filed all such Tax Returns that it was required to file for each taxable period during which any of the Company and its Subsidiaries was a member of the group. All such consolidated and combined Tax Returns were correct and complete in all material respects. (b) All material amounts of Taxes due and owing payable by each the Company Group Member and/or its Subsidiaries (whether or not reflected shown on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has in full. All material Taxes owed by any liability for a material amount of unpaid Taxes affiliated group with which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date any of the Company Most Recent Balance Sheet, no and its Subsidiaries files a consolidated or combined Tax Return (whether or not shown on any Tax Return) have been paid for each taxable period during which any of the Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside and the ordinary course Subsidiaries was a member of business other than any liabilities incurred in connection with the Transactionsgroup. (c) Each There is no (nor is there any pending request for an) agreement, waiver or consent providing for an extension of time with respect to the assessment or collection of, or statute of limitations regarding, any Taxes or the filing of any Tax Returns that is currently in effect and no power of attorney granted by or with respect to the Company Group Member has paid all material applicable sales, use or other similar Taxesany Subsidiary with respect to any Tax matter is currently in force. (d) Each To the Knowledge of the Company, there is no pending audit, examination or investigation with respect to any Company Group Member has Tax Returns, nor to the Knowledge of the Company, is there pending any notice of the initiation thereof; there is no Proceeding, claim, demand, deficiency or additional assessment pending or threatened with respect to any Company Tax Returns. (ie) To the Knowledge of the Company and its Subsidiaries, the Company and its Subsidiaries have withheld and deducted all material amounts of Taxes required to have been withheld or deducted and paid by it them on their behalf in connection with amounts paid or owed owing to any employee, independent contractor, creditor, member, stockholder or any other related or unrelated third party, (ii) and such withheld Taxes have either been duly and timely remitted such amounts paid to the appropriate proper Governmental Authority, and (iii) complied Entity or set aside in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no accounts for such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnpurpose. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes None of the Company Group, and no written request its Subsidiaries (i) has been a member of any affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company) or (ii) has any liability for the Taxes of any such waiver or extension is currently pending. Person (hother than the Company and its Subsidiaries) No Company Group Member under Treas. Reg. Section 1.1502-6 (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawlaw), as a transferee or successor, by contract or otherwise. (g) entered into prior The charges, accruals and reserves for Taxes (including deferred Taxes) currently reflected on the Financial Statements in accordance with GAAP are adequate to cover all unpaid Taxes accruing or payable by the Company and its Subsidiaries in respect of taxable periods that end on or before the Closing Date and for any taxable periods that begin before the Closing Date and end thereafter to the Closing; (iii) installment sale or open transaction disposition made prior extent such Taxes are attributable to the Closingportion of such period ending on the Closing Date. (h) Neither the Company nor any Subsidiary has agreed, requested or been requested to make, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be is required to make make, any payment adjustment to taxable income for any taxable period after the Closing Date as under Sections 481(a) or 263A of the Code or any comparable provision of state or foreign tax laws by reasons of a result change in accounting method or otherwise. (i) There are no Encumbrances (other than Permitted Encumbrances) on any asset or property of the Company or any Subsidiary arising out of, connected with or related to any Tax imposed on the Company, its Subsidiaries or any of their businesses or properties. (j) The Company is not a party to, is not bound by and has no obligation (or potential obligation) under any Tax sharing or allocation agreement. (k) Neither the Company nor any Subsidiary is a party to any agreement with an Affiliate relating to a foreign sales corporation (or "FSC") within the meaning of Section 922 of the Code; or a domestic international sales corporation (or "DISC") within the meaning of Section 992 of the Code. (l) Other than the elections made in the Tax Returns provided to or made available to the Purchaser, no agreement, consent or election for foreign, federal, state or local tax purposes that would affect or be binding on the Company or any Subsidiary after the Closing has been filed or entered into by the Company or any Subsidiary. No consent has been filed with respect to the Company or any Subsidiary under Section 965(h341(f) of the Code. (m) SCHEDULE 4.16 lists all federal, state, local and foreign Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit, other than (i) Tax Returns relating to closed years, and (ii) Tax Returns that have been audited where such audit did not result in any change in any tax due from the Company or any Subsidiary to any Governmental Entity. Correct and complete copies of all federal Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Company or any of its Subsidiaries since June 30, 1996 have been delivered or made available to the Purchaser. Each of the Company and its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All The Company: (i) has duly and timely filed (taking into account any extension of time within which to file) all income and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with any of them as of the appropriate Governmental Authority, date hereof and all such filed Tax Returns are true, correct complete and complete accurate in all material respects; (ii) have timely paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that the Company is otherwise obligated to pay, except with respect to Taxes that are being contested in good faith and are disclosed in Section 4.14(a) of the Company Disclosure Schedules; (iii) with respect to all Tax Returns filed by or with respect to any of them, have not waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency; (iv) do not have any deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open; and (v) have provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of the Company, for any Taxes of the Company that have not been paid, whether or not shown as being due on any Tax Return. (b) All material amounts of Taxes due and owing The Company is not a party to, nor is bound by each Company Group Member (whether or not reflected on has an obligation under any Tax Returnsharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member or has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax potential liability or obligation to any taxable income person as a result of or gain outside pursuant to any such agreement, contract, arrangement or commitment other than an agreement, contract, arrangement or commitment entered into in the ordinary course of business other than any liabilities incurred in connection with the Transactionsprimary purpose of which does not relate to Taxes. (c) Each The Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does will not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to under Section 481(c) of the ClosingCode (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) entered into executed on or prior to the ClosingClosing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing, or Closing Date; (iv) prepaid amount intercompany transaction or deferred revenue received any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) entered into or created on or prior to the Closing. No Company Group Member will be required Closing Date; (v) prepaid amount received on or prior to make any payment after the Closing Date as a result outside the ordinary course of business; or (vi) an election under pursuant to Section 965(h) of the Code.

Taxes. (a) Except as set forth in Schedule 4.15Section 3.14 of the Disclosure Schedule: (ai) All income and other material The Company has filed (taking into account any valid extensions) all Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Company. Such Tax Returns are true, complete and correct and complete in all material respects. (b) . The Company is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material amounts of Taxes due and owing by each the Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxesaccrued. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has ever been made by any a Governmental Authority in a jurisdiction where a the Company Group Member does not file a Tax Return Returns that such entity the Company is or may be subject to Tax or required to file a Tax Return in taxation by that jurisdiction. There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company. (gii) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company. (iii) There are no outstanding agreements extending ongoing or waiving pending audits, actions, suits, claims, investigations or other legal proceedings by any taxing authority against the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pendingCompany. (hiv) No The Company Group Member is not a party to any Tax-sharing agreement. (v) All Taxes which the Company is obligated to withhold from amounts owing to any employee, creditor or third party have been withheld and paid. (vi) The Company is not obligated to make any payments and is not a party to any agreement, contract, arrangement or plan that could result, separately or in the aggregate, in the payment of any amount that will not be fully deductible as a result of Code Section 162(m) (or any predecessor thereof) has constituted either a “distributing corporation” corresponding provision of state, local, or a “controlled corporation” in a distribution of stock qualifying for taxnon-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the CodeU.S. Tax law). (ivii) No The Company Group Member has not been a United States real property holding corporation within the meaning of Code Section 897(c)(1)(A)(ii). (viii) The Company has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) and has no liability for the Taxes of any person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or no-U.S. law), as a transferee or successor, by contract or otherwise. (ix) The Company is not and has not been a party to any “listed reportable transaction,” within as defined in Code Section 6707A(c)(1) and Treasury Regulation Section 1.601-4(b). (x) The Company has not been a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the meaning Code. (xi) The Company has (i) complied with the requirements of Section 482 of the Code and the Treasury Regulations thereunder (and all comparable provisions of state, local or foreign law), and (ii) prepared and maintained adequate documentation in respect of transactions with related parties governed by Section 1.6011-4(b)(2) 482 of the Code and the Treasury Regulations thereunder (or any similar or corresponding provision and all comparable provisions of state, local or foreign Law). (jxii) No The Company Group Member has not undergone an “ownership change” within the meaning of Section 382(g) of the Code. (xiii) There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, credits or similar items of the Company under Section 269, 382, 383, 384 or 1502 of the Code and Treasury Regulations promulgated thereunder (and any comparable provisions of state, local and foreign Tax Law). (xiv) The Company is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of an amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax Law). (xv) The Company has not agreed to or would reasonably be expected to be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use of an improper, in method of accounting pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax Law by reason of a change in accounting method initiated by the Company for a taxable Tax period (or portion thereof) ending on or prior to the Closing Date and made prior to the ClosingDate; (ii) “closing agreement” as agreement described in Section 7121 of the Code (or any corresponding or similar provision of federal, state, local local, or foreign Tax Law) entered into executed on or prior to the ClosingClosing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing, or Closing Date; (iv) prepaid amount deferred intercompany gain or deferred revenue received prior to any excess loss account described in Treasury Regulations under Section 1502 of the Closing. No Company Group Member will be required to make Code (or any payment after the Closing Date as a result corresponding or similar provision of an federal, state, local or foreign Tax Law); or (v) election under Section 965(h108(i) of the CodeCode (or comparable provisions of state, local or foreign Tax Law).

Taxes. Except as set forth in Schedule 4.15: (a) All income Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, each Group Company has duly filed all Tax returns and other material Tax Returns reports required by Law to be filed by each Company Group Member have been duly it and timely filed with the has paid and discharged all Taxes required to be paid or discharged, other than such payments as are being contested in good faith by appropriate Governmental Authority, and all proceedings. All such Tax Returns returns are true, correct accurate and complete in all material respects. As of the Original Execution Date, no taxing authority is asserting in writing or, to the knowledge of the Company, threatening to assert against any Group Company any material deficiency or claim for any Taxes. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, each Group Company has properly and duly withheld, collected and deposited all Taxes that are in the Company’s reasonable judgment required to be withheld, collected and deposited under applicable Law. No Group Company has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material Tax. (b) All material amounts of Taxes due and owing by each No Group Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date incorporated outside of the Company Most Recent Balance Sheet, no Company Group Member has incurred PRC takes the position for tax purposes that it is a “resident enterprise” of the PRC or accrued tax resident in any material Tax liability or any taxable income or gain outside the ordinary course of business jurisdiction other than any liabilities incurred in connection with the Transactionsits jurisdiction of formation. (c) Each Group Company Group Member has paid all material has, in accordance with applicable salesLaw, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection duly registered with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate relevant Governmental Authority, obtained and (iii) maintained the validity of all national and local tax registration certificates and complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding requirements imposed by such Governmental Authorities. Each submission made by or judicial proceeding with respect to Taxes. No Company Group Member is the subject on behalf of any dispute or claim with respect Group Company to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a connection with obtaining Tax Return that such entity is exemptions, Tax holidays, Tax deferrals, Tax incentives or may be subject to other preferential Tax treatments or required to file a Tax Return rebates was accurate and complete in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes all material respects. As of the Company GroupOriginal Execution Date, and no written request for suspension, revocation or cancellation of any such waiver Tax exemptions, preferential treatments or extension rebates is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of statepending or, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeCompany’s knowledge threatened.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed by each Company with respect to the Midstream Group Member Entities have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns with respect to the Midstream Group Entities and the Midstream Business are true, complete and correct and complete in all material respectsrespects and all material Taxes due relating to the Midstream Group Entities and the Midstream Business have been paid in full. There is no claim (other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) against any Midstream Group Entity or the Midstream Business for any material Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any material Taxes or material Tax Returns of or with respect to any Midstream Group Entity or the Midstream Business. (b) All material amounts Except as set forth on Schedule 3.17(b) of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental AuthorityContributor Disclosure Letter, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability audits or administrative or judicial proceedings are being conducted or are pending with respect to any taxable income Midstream Group Entity or gain outside the ordinary course of business other than any liabilities incurred in connection with the TransactionsMidstream Business. (c) Each Company All material Taxes required to be withheld, collected or deposited by or with respect to any Midstream Group Member has Entity or the Midstream Business have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid all material applicable sales, use or other similar Taxesto the relevant taxing authority. (d) Each Company Group Member has (iExcept as set forth on Schedule 3.17(d) withheld and deducted all of the Contributor Disclosure Letter, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for the payment or assessment of any material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, memberTax of, or any other third partymaterial Taxes associated with the ownership or operation of the assets of, (ii) duly and timely remitted such amounts to any Midstream Group Entity or the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsMidstream Business. (e) No Company Midstream Group Member Entity is engaged in a party to any audit, administrative proceeding Tax sharing agreement or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolvedTax indemnification agreement, and no payments are due or will become due by any Midstream Group Entity pursuant to any such claims have been threatened in writing. All deficiencies for Taxes asserted agreement or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnarrangement. (f) No written claim Midstream Group Entity has been made by any Governmental Authority engaged in a jurisdiction where a Company transaction that would be reportable by or with respect to any Midstream Group Member does not file a Tax Return that such entity is Entity pursuant to Treasury Regulation § 1.6011-4 or may be subject to Tax or required to file a Tax Return in that jurisdictionany predecessor thereto. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes Except as set forth on Schedule 3.17(g) of the Company GroupContributor Disclosure Letter, each Midstream Group Entity is currently, and no written request has been since its respective formation, a partnership or an entity disregarded as separate from its owner for any such waiver or extension is currently pendingUnited States federal income tax purposes and none of the Midstream Group Entities has elected to be treated as a corporation for federal Tax purposes. (h) No Company There are no Liens on any of the assets of any Midstream Group Member Entity that arose in connection with any failure (or alleged failure) to pay any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)Tax. (i) No Company Except as set forth on Schedule 3.17(i) of the Contributor Disclosure Letter, none of the Midstream Group Member Entities has been a party member of or is a successor to an entity that has been a member of an affiliated group filing a consolidated federal income Tax Return or has any “listed transaction” within liability for the meaning Taxes of any Person under Treasury Regulations Regulation Section 1.60111.1502-4(b)(2) 6 (or any similar or corresponding provision of state, local or foreign Law), as a transferee or successor, by contract, or otherwise. (j) No Company Group Member will be required to include any material item At least 90% of the gross income in, or exclude any material item generated by the Midstream Business as of deduction from, taxable income for any taxable period (or portion thereof) ending after the Contribution Closing Date is from sources treated as a result “qualifying income” within the meaning of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h7704(d) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other Each Group Company has timely filed all material Tax Returns required by Law to be filed by each or with respect such Group Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct accurate and complete in all material respects. (b) All Each Group Company has paid and discharged all material amounts of Taxes due and owing by each Company Group Member payable (whether or not reflected shown to be due on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet), and since the date of the where payment is not yet due, each Group Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any made adequate provision for all material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred Taxes in connection its financial statements in accordance with the TransactionsGAAP. (c) Each Company There are no material Liens with respect to Taxes upon any of the assets or properties of any Group Member has paid all material applicable salesCompany, use other than with respect to Taxes not yet due and payable or other similar Taxeswhich are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. (d) Each Company Group Member As of the date hereof, no Governmental Authority has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it asserted in connection with amounts paid or owed to any employeewriting or, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authorityknowledge of the Company, and (iii) complied in all is threatening to assert against any Group Company any deficiency or claim for any material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsTaxes. (e) No Each Group Company Group Member is engaged in any audithas properly and timely withheld, administrative proceeding or judicial proceeding with respect collected and deposited all material Taxes that are required to Taxes. No Company Group Member is be withheld, collected and deposited under applicable Law, and to the subject of any dispute or claim with respect to Taxesextent required, other than disputes or claims that such Taxes have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against paid to the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnrelevant taxing authority. (f) There is no outstanding audit, assessment, dispute or claim concerning any material Tax liability of any Group Company, nor is one pending to the knowledge of any Group Company. (g) No written claim Group Company has been made granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material Tax. (h) There are no unresolved claims by any Governmental Authority in a jurisdiction where a any Group Company Group Member does not file a Tax Return Returns that such entity any Group Company is or may be subject to Tax or required to file a Tax Return Taxes in that such jurisdiction. (gi) There are no outstanding agreements extending No Group Company (i) is or waiving has ever been a member of a combined, consolidated, unitary, affiliated or similar Tax group (other than a group the statutory period common parent of limitations applicable to which is or was one of the Group Companies) or (ii) has any claim formaterial liability for Taxes of any person as a result of being a member of such a Tax group or arising from the application of any provision of Tax Law, or the period for the collection as a transferee or assessment successor, by contract, or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pendingotherwise. (hj) No Group Company Group Member (or any predecessor thereof) has constituted been either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under occurring during the last three (3) years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)is applicable. (ik) No Neither the Company Group Member has been nor any Subsidiary that is not an Onshore Subsidiary takes the position for tax purposes that it is a party to any “listed transactionresident enterprise” within of the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law)PRC. (jl) No Group Company Group Member will be required to include is a party to, is bound by or has any material item of income in, obligation under any Tax sharing 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding Tax indemnity agreement or similar provision of statecontract or arrangement, local other than any such agreement or foreign Lawarrangement (A) solely between the Group Companies or (B) entered into prior in the ordinary course of business and for which the primary purpose does not relate to Taxes. (m) Each Group Company is in material compliance with all terms and conditions of, any Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order of a Governmental Authority. Any submissions made on behalf of any Group Company to any Governmental Authority in connection with obtaining Tax exemptions, Tax holidays, Tax incentives or other Tax reduction agreement or order of a Government Authority are accurate and complete in all material respects. As of the date hereof, no suspension, revocation or cancellation of any Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order of a Governmental Authority is pending or, to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) knowledge of the CodeCompany, threatened.

Taxes. Except as set forth in Schedule 4.15: (a) 3.13.1. All income and other material Tax Returns with respect to the Company and its branches and subsidiaries required by Law to be filed by each Company Group Member have been duly and timely filed with as of the appropriate Governmental AuthorityClosing Date, have been filed, and all such Tax Returns are true, correct and complete in all material respects. (b) complete. All material amounts of Taxes due and owing by each payable on or before the Closing Date with respect to the Company Group Member and its branches and subsidiaries have been timely paid in full. 3.13.2. The reserve for Taxes on the face of the most recent Company balance sheet (other than any notes thereto) is sufficient for all accrued and unpaid Taxes, whether or not reflected on disputed, of the Company as of the Closing Date, and except for the disposition of the Excluded Assets and Excluded Liabilities, and Ordinary Course of Business activities, the Company has not incurred or become subject to any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the most recent Company Most Recent Balance Sheetbalance sheet that the Seller has provided to the Buyer. 3.13.3. Neither the Company, nor the Seller, has received any written claim or deficiency for any Tax asserted against the Company which has not been resolved and/or paid in full. Seller has no Knowledge of any pending, current or threatened Actions for the assessment or collection of Taxes with respect to the Company. 3.13.4. Seller has no Knowledge of any liens for Taxes against the Company’s assets or products including the Product other than liens that would constitute Permitted Encumbrance. 3.13.5. The Company Group Member has incurred not waived any statute of limitations in respect of Taxes or accrued entered into any material agreement extending the period for assessment or collection of any Taxes and on the Closing Date the Company will not be party to any Tax liability allocation or sharing agreement. The Company is not liable for the Taxes of any other Person as transferee, by Contractual Obligation or otherwise, other than pursuant to Treasury Regulation § 1502-6 or any taxable income analogous or gain outside similar state, local, or foreign Legal Requirement for the ordinary course Taxes of business other than any liabilities incurred in connection with the Transactionsconsolidated group of which Seller is the parent. (c) Each 3.13.6. The Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with all applicable Laws with respect Legal Requirements relating to Tax withholdingthe payment and withholding of Taxes from employees, including all reporting shareholders and record keeping requirementsother Persons. (e) No 3.13.7. The Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is has not been the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a the “controlled corporation” (in a distribution each case, within the meaning of stock qualifying for tax-free treatment under Section 355(a)(1) of the Code) with respect to transaction described in Section 355 of the Code (or so much of Section 356 a) within the three (3)-year period ending as of the Code as relates to Section 355 Execution Date, or (b) in distribution that could otherwise constitute part of the Code). a “plan” or “series of related transactions” (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Section 355(e) of the Code) that includes the Contemplated Transactions. 3.13.8. Since the Company Acquisition Date the Company has not engaged in “reportable transaction,” as set forth in Treasury Regulations Regulation Section 1.6011l.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law4(b)(1). (j) No 3.13.9. Neither the Company Group Member nor the Seller have received any written claim from any Tax authority in any jurisdiction in which the Company does not file Tax Returns, that the Company is, or may be, subject to any Tax by that jurisdiction. 3.13.10. Since the Company Acquisition Date, the Company has not owned any interest in an entity that is characterized as partnership for U.S federal income tax purposes. 3.13.11. The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or any portion thereof) ending after the Closing Date as a result of any: (ia) change in, installment sale or use of an improper, method of accounting for a taxable period (or portion thereof) ending other open transaction disposition made on or prior to the Closing Date and made Date; (b) prepaid amount received on or prior to the ClosingClosing Date; (iic) “closing agreement” as described in Section 7121 of the Code (written and legally binding agreement with Governmental Authority or any corresponding or similar provision of state, local or foreign Law) entered into prior Regulatory Authority relating to the ClosingTaxes; (iiid) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h108(i) of the Code; or (e) change in method of accounting in any taxable period ending on or before the Closing Date or as result of the Contemplated Transactions.

Taxes. (a) Except as set forth in Schedule 4.15: 3.9(a) of the Disclosure Schedule, (ai) All income and other all material Tax Returns that are or were required by Law to be filed by or with respect to each Company Group Member and each Company Subsidiary, either separately or as a member of an affiliated, combined, consolidated or unitary group of corporations, have been duly and filed on a timely filed basis (taking into account all extensions of due dates) in accordance with applicable Law, (ii) as of the appropriate Governmental Authoritytime of filing, and all such Tax Returns are true, correct referred to in clause (i) were true and complete in all material respects, (iii) all Taxes shown to be due on such Tax Returns, and any Taxes payable pursuant to any assessment made by the Internal Revenue Service or other relevant taxing authority in respect of such periods, have been paid in full, and (iv) all estimated Taxes required to be paid in respect of each Company and each Company Subsidiary have been paid in full when due in accordance with applicable Law. Seller has delivered or made available to Buyer true and complete copies of all Tax Returns filed by each Company, each Company Subsidiary, and any affiliated, combined, consolidated or unitary group of which any Company or any Company Subsidiary is or was a member (insofar as such Tax Returns relate to any Company or any Company Subsidiary) for all open Tax years. (b) All material amounts Except as set forth in Schedule 3.9(b) of Taxes due and owing by each Company Group Member the Disclosure Schedule, (whether or not reflected on any i) the Tax ReturnReturns referred to in Section 3.9(a) hereof for all years through 1996 have been duly and timely paid to examined by the Internal Revenue Service or the appropriate Governmental Authoritystate, no Company Group Member local or foreign taxing authority, or the period for assessment of the Taxes in respect of which such Tax Returns were filed has any liability for expired under the applicable statute of limitations (after giving effect to all extensions and waivers), (ii) all deficiencies asserted or assessments made as a material amount result of unpaid Taxes which has not such examinations have been accrued for or reserved on the Company Most Recent Balance Sheetpaid in full, and since no issues that were raised by the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred Internal Revenue Service or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred relevant taxing authority in connection with any such examination are currently pending, and (iii) none of Seller, the TransactionsCompanies or the Company Subsidiaries has given or been requested to give a waiver or extension (or is or could be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of any Company or any Company Subsidiary or for which any Company or any Company Subsidiary is or is reasonably likely to be liable. Schedule 3.9(b) of the Disclosure Schedule contains a true and complete list of all examinations of all Tax Returns referred to in Section 3.9(a) hereof that relate to open tax years, including a detailed description of the nature and result of each examination. (c) Each Except as set forth in Schedule 3.9(c) of the Disclosure Schedule, none of the Companies or the Company Group Member Subsidiaries has paid all material applicable salesever been a member of an affiliated, use combined, consolidated or unitary Tax group for purposes of filing any Tax Return other similar Taxesthan for purposes of filing consolidated U.S. Federal income tax returns, a group of which the Seller was the common parent. (d) Each As a result of Buyer's purchase of the Shares or any termination of employment of any "disqualified individual" (as referenced below) within a fixed period of time following such purchase of Shares, neither Buyer, the Companies nor any Company Group Member has (i) withheld and deducted all material amounts of Taxes required Subsidiary will be obligated to have been withheld or deducted by it in connection with amounts paid or owed make any payment to any employee, independent contractor, creditor, member, Person that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the Code (as defined in Section 3.9(j) hereof) without regard to whether such payment is reasonable compensation for personal services performed or any other third party, (ii) duly and timely remitted such amounts to be performed in the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsfuture. (e) No All Taxes that any Company Group Member or any Company Subsidiary is engaged in any audit, administrative proceeding or judicial proceeding with respect was required by Law to Taxes. No Company Group Member is the subject of any dispute withhold or claim with respect to Taxes, other than disputes or claims that collect have been resolvedduly withheld or collected and, and no such claims to the extent required by applicable Law, have been threatened in writing. All deficiencies for Taxes asserted paid to the proper Governmental Entity or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnother Person. (f) No written claim Seller has been made by provided Buyer with copies of all record retention agreements currently in effect between any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdictionany Company Subsidiary and any taxing authority. (g) There are no outstanding agreements extending The insurance reserves set forth in all U.S. Federal income tax returns filed by or waiving the statutory period on behalf of limitations applicable to any claim forLiberty Life, Liberty Bermuda and each Insurance Subsidiary were determined substantially in accordance with Section 807 or the period for the collection or assessment or reassessment of, Taxes Section 846 of the Company GroupCode, and no written request for any such waiver or extension is currently pendingas applicable. (h) No Company Group Member (or any predecessor thereofExcept as set forth in Schedule 3.9(h) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 Disclosure Schedule, none of the Code as relates to Section 355 of Companies or the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member Subsidiaries will be required to include any material item of income inrequired, 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: (i) a change in, or use of an improper, in accounting method of accounting for a taxable Tax period (or portion thereof) ending beginning on or prior to before the Closing Date and made prior to the Closing; (ii) “or any "closing agreement” " as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign LawTax law) entered into prior to include any adjustment under Section 481(c) of the Closing; Code (iiior any similar provision of state, local or foreign law) installment sale in taxable income for any Tax period beginning on or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date Date. (i) Except as a result of an election under Section 965(hset forth in Schedule 3.9(i) of the CodeDisclosure Schedule, since December 31, 1998 no closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any taxing authority with respect to Seller or any affiliate with respect to the Companies or the Company Subsidiaries. (j) For purposes of this Agreement, the following terms shall have the following meanings:

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be have been filed by each with respect to the Business, the Assets, Seller and any other member of the Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all filed. All such Tax Returns are true, were correct and complete in all material respects. Except as set forth on Schedule 2.15(a), all Taxes due and owing by Seller (or any other member of the Company Group) with respect to the Business or the Assets have been duly and timely paid. Neither Seller (nor any other member of the Company Group) is currently the beneficiary of, or has made any currently outstanding request with respect to the Business or Assets for, any extension of time within which to file any Tax Return. No written notice of a claim is currently outstanding by a Governmental Authority in a jurisdiction where Seller (or any other member of the Company Group) does not pay a particular type of Tax or file a particular type of Tax Return that Seller (or any other member of the Company Group) is or may be subject to such taxation by, or required to file any such Tax Return with, that jurisdiction, in each case in respect of the Business or the Assets. There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the Assets. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) required to have been withheld with respect to the Business or the Assets have been duly and timely withheld and such withheld Taxes have been either duly and timely paid to the appropriate proper Governmental Authority, no Company Group Member has any liability Authority or properly set aside in accounts for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionssuch purpose. (c) Each Except as set forth on Schedule 2.15(c), no Tax audits, investigations or administrative or judicial Tax proceedings are currently being conducted in respect of the Business or the Assets. Neither Seller nor any other member of the Company Group Member has paid all material applicable sales, use received from any Governmental Authority (including jurisdictions where Seller or such other member of the Company Group has not filed a Tax Return) in respect of the Business or the Assets any written (i) notice indicating an intent to open an audit or other similar Taxesreview, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by such Governmental Authority, in the case of each of (i) through (iii), that has not been resolved. (d) Each Company Group Member Seller has (i) withheld and deducted all material amounts not waived any statute of limitations in respect of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed agreed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws extension of time with respect to a Tax withholdingassessment or deficiency, including all reporting and record keeping requirementsin each case in respect of the Business or Assets, which waiver or extension is currently in effect. (e) No Company Group Member is engaged Seller has charged, collected and remitted on a timely basis all sales Taxes as required under applicable Tax Laws to be charged, collected and remitted on any sale, supply, provision of services or delivery by Seller in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is of the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnBusiness. (f) No written claim has been made Buyer will not be required to include any item of income in taxable income after the Closing as a result of any prepaid amount received by Seller or any Governmental Authority in a jurisdiction where a other member of the Company Group Member does not file a Tax Return that such entity is or may be subject prior to Tax or required to file a Tax Return in that jurisdictionthe Closing Date. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to Seller does not have any claim for, or the period liability for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for taxother Person whether under Treasury Regulation Section 1.1502-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) 6 (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be required to include any material item of income in, as a transferee or successor, or exclude any material item of deduction from, taxable income for any taxable period by Contract (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) other than Contracts entered into prior in the ordinary course of business not primarily related to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeTaxes).

Taxes. Except as set forth disclosed in Schedule 4.15:Section 3.10 of the Disclosure Schedule, (a) All income and other material Each of the Group Companies has timely filed all Tax Returns as required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Applicable Law. These Tax Returns are true, correct accurate, and complete and are not the subject of any material dispute nor are likely to become, to the knowledge of the Warrantors, the subject of any material dispute with any Government Entity. Each of the Group Companies has paid all Taxes due and no Tax Encumbrances are currently in effect or proposed against any of the assets of any of the Group Companies. Each Group Company has made all such deductions and retentions as it was obligated or entitled to make and all such payments as should have been made. All material loss carry-forwards as reported in the Company’s financial statements are valid and available under applicable Tax law to offset future taxable profits. All material Tax registrations have been completed in all applicable locations. Except as disclosed in Section 3.10(a) of the Disclosure Schedule, there is no material respectstax deficiency that has been, or could reasonably be expected to be, asserted against any of the Group Companies or any of their respective properties or assets by any Government Entity. To the knowledge of the Warrantors, no tax-related government investigation, audit or visit or examination or audit of any tax returns or reports of any of the Group Companies by any applicable Government Entity, except any that are conducted by any Government Entity in its regular course of business, is planned for the next twelve months. There are in effect no waivers of applicable statutes of limitations with respect to Taxes for any year. (b) All None of the Group Companies is or has at any time been in violation of any Applicable Law regarding Tax which may result in any material amounts of Taxes due and owing by each Company Group Member (whether liability or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for criminal or administrative sanction or otherwise having a material amount of unpaid Taxes which has not been accrued for or reserved Material Adverse Effect on the Company Most Recent Balance Sheetbusiness or any Group Company, other than such violation that has been rectified or resolved and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued does not have any material Tax foreseeable liability or any taxable income criminal or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsadministrative sanction or otherwise. (c) Each Group Company has withheld individual income taxes on behalf of all its employees in material compliance with the applicable regulations in each respective jurisdiction such that there shall be no material default or underpayment in respect of individual income taxes. Since its formation, none of the Group Member Companies has paid incurred any taxes, assessments or governmental charges other than in its ordinary course of business and each Group Company has made adequate provisions on its books of account for all material applicable salestaxes, use or other similar Taxesassessments and governmental charges with respect to its business, properties and operations for such period. (d) Each Group Company Group Member has (i) withheld made all deductions and deducted withholdings in respect, or on account, of any material Tax from any payments made by it which it is obliged or entitled to make and has duly accounted in full to the appropriate authority for all material amounts of Taxes required to have been withheld so deducted or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementswithheld. (e) No All exemptions, reductions and rebates of material Taxes granted to any Group Company Group Member is engaged by a Government Entity are in full force and effect and have not been terminated. The transactions contemplated under the Principal Agreements are not in violation of any Applicable Law regarding Tax, and will not, to the knowledge of the Warrantors, result in any auditsuch exemption, administrative proceeding reduction or judicial proceeding with respect to Taxes. No Company Group Member is rebate being cancelled or terminated, whether retroactively or for the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnfuture. (f) No written claim has been made None of the Group Companies is responsible for any material amount of Taxes of any other Person by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is reason of contract, successor liability, or may be subject to Tax or required to file a Tax Return in that jurisdictionotherwise. (g) There are no outstanding agreements extending No submissions by or waiving the statutory period on behalf of limitations applicable any Group Company made to any claim fortaxing authority in connection with obtaining Tax exemptions, Tax holidays, or reduced Tax rates contained any material misstatement or omission that would have affected the period for the collection granting of such Tax exemptions, Tax holidays or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pendingreduced Tax rates. (h) No Company To the knowledge of the Warrantors after due inquiry, none of the Group Member (or any predecessor thereof) Companies has constituted either been a “distributing corporationpassive foreign investment company” or a “controlled corporation” as defined in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code), for any taxable year. (i) No Company Each of the Group Member Companies is treated as a corporation for income tax purposes. There has been a party no communication from any Tax authority relating to or affecting the Tax classification of any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law)Group Company. (j) No Group Company has within the relevant statutory limitation period paid or become liable to pay material interest, penalty, surcharge or fine relating to Taxes. (k) The provisions for Taxes in the respective financial statements delivered to the Investors under Sections 3.8(a) and 3.8(b) are sufficient for the payment of all accrued and unpaid applicable Taxes of each Group Member Company, whether or not assessed or disputed as of the date of each such balance sheet. (l) Since the Statement Date, none of the Group Companies has incurred any Taxes other than in the ordinary course of business and each Group Company has made materially adequate provisions on its books of account for all Taxes. (m) No Group Company has been engaged in (and under no circumstances shall any Group Company be engaged in), or been a party to (and under no circumstances shall be a party to), any transaction or series of transactions of which the main purpose, or one of the main purposes, was the evasion of or unlawful deferral of Taxes in any taxing jurisdiction where the Group Company operates. (n) Each Group Company has conducted all material related party transactions at arm’s length. (o) To the knowledge of the Warrantors, after due and reasonable inquiry, no transaction contemplated under the Principal Agreements will be required to include trigger 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeTax liability.

Taxes. Except as set forth in Schedule 4.15: (a1) All income and other material Tax Returns (as defined below) required by Law to be filed by or on behalf of the Company, each of its Subsidiaries, and each affiliated, combined, consolidated or unitary group of which the Company Group Member or any of its Subsidiaries is or has been a member ("COMPANY GROUP MEMBERS") have been duly and timely filed with the appropriate Governmental Authorityfiled, and all such returns filed are complete and accurate and correctly reflect the tax liabilities required to be reported therein, (2) the Company, its Subsidiaries, and Company Group Members have timely paid all Taxes (as defined below) that have become due or payable and have adequately reserved for in accordance with GAAP all Taxes (whether or not shown on any Tax Returns Return) that have accrued but are truenot yet due or payable; (3) there is no presently pending audit examination, correct and complete refund, claim or litigation, proposed adjustment or matter in all material respects. (b) All material amounts of controversy with respect to any Taxes due and owing by the Company, any Subsidiary of the Company or any Company Group Member and none of the above has knowledge that any such action or proceeding is being contemplated, (4) neither the Company, any Subsidiary of the Company nor any Company Group Member has filed any waiver of the statute of limitations applicable to the assessment or collection of any Tax which remains open; (5) all assessments for Taxes due and owing by the Company, any Subsidiary of the Company or any Company Group Member with respect to completed and settled examinations or concluded litigation have been paid; (6) neither the Company, any Subsidiary of the Company nor any Company Group Member is a party to any express or implied tax indemnity agreement, tax sharing agreement or other agreement under which it could become liable to another person as a result of the imposition of a Tax upon any person, or the assessment or collection of such a Tax; (7) the Company, each of its Subsidiaries, and each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect all rules and regulations relating to Tax withholdingthe withholding of Taxes; (8) neither the Company, including all reporting and record keeping requirements. (e) No any Subsidiary, nor any Company Group Member is engaged a party to any agreement, contract, arrangement or plan that has resulted or would result, individually or in the aggregate, in connection with this Agreement or any auditchange of control of the Company, administrative proceeding any Subsidiary, or judicial proceeding with respect to Taxes. No any Company Group Member is in the subject payment of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against "excess parachute payments" within the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much meaning of Section 356 of the Code as relates to Section 355 280G of the Code). ; (i9) No neither the Company, any Subsidiary, nor any Company Group Member has been made any payments since December 31, 1998, and is not a party to an agreement that could require it to make any “listed transaction” within payments (including any deemed payment of compensation upon exercise of an option), that would not be fully deductible by reason of Section 162(m) of the meaning Code; and (10) the liabilities of Treasury Regulations Section 1.6011the Company will not exceed the adjusted basis of the assets of the Company, in each case as determined for federal income tax purposes immediately prior to the Effective Time. (b) For purposes of this Agreement, (i) "TAXES" means (A) all taxes, levies or other like assessments, charges or fees (including estimated taxes, charges and fees), including, without limitation, income, corporation, advance corporation, gross receipts, transfer, excise, property, sales, use, value-4(b)(2) (added, license, payroll, withholding, social security and franchise or other governmental taxes or charges, imposed by the United States or any similar or corresponding provision of state, county, local or foreign Law). (j) No Company Group Member will be required to government or subdivision or agency thereof, and such term shall include any material item interest, penalties or additions to tax attributable to such taxes, and (B) any liability for payment of income in, or exclude any material item of deduction from, taxable income for any taxable period amounts described in clause (or portion thereofA) ending after the Closing Date whether as a result of any: (i) change intransferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, or use otherwise through operation of an improperlaw, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code ("TAX RETURN" means any report, return, statement or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be other written information required to make any payment after the Closing Date as be supplied to a result of an election under Section 965(h) of the Codetaxing authority in connection with Taxes.

Taxes. Except as set forth in Schedule 4.15would not have a Group Company Material Adverse Effect: (a) All income and other material Tax Returns required by Law to be filed by or with respect to each Group Company Group Member have been duly and timely filed with the appropriate Governmental Authority(taking into account any applicable extensions), and all such Tax Returns (taking into account all amendments thereto) are true, correct and complete in all material respects. (b) All , and all material amounts of Taxes due and owing by each Company Group Member payable (whether or not reflected shown on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionspaid. (cb) Each Group Company Group Member has paid withheld from amounts owing to any employee, creditor or other Person all material Taxes required by applicable salesLaw to be withheld, use or other similar Taxes. (d) Each Company Group Member has (i) paid over to the proper Governmental Authority in a timely manner all such withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts so paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly over and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with all applicable Laws withholding and related reporting requirements with respect to such Taxes. (c) There are no Liens for any material Taxes (other than Permitted Liens) upon the property or assets of any Group Company. (d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax withholding, including all reporting and record keeping requirementshas been asserted in writing or assessed by any Governmental Authority against any Group Company that remains unresolved or unpaid. (e) No There is no material Tax audit or other examination of any Group Company presently in progress with respect to any material Taxes, nor has any Group Member is engaged Company been notified in writing of any auditrequest or threat for such an audit or other examination, administrative proceeding and there are no waivers, extensions or judicial proceeding written requests for any waivers or extensions of any statute of limitations currently in effect with respect to any material Taxes of any Group Company. (f) Each Group Company has not made a request for or entered into a closing agreement, private letter ruling, advance tax ruling or similar agreement with any Governmental Authority with respect to Taxes. No Each Group Company Group Member is the subject has not made a change of any dispute or claim method of accounting with respect to any Taxes. (g) Each Group Company is not a party to any Tax indemnification or Tax sharing or similar Tax agreement (other than any such agreement solely between such Group Company and its Subsidiaries and customary commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily related to Taxes). (h) Each Group Company (i) is not liable for Taxes of any other Person (other than such Group Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than customary commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily related to Taxes), and (ii) has never been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than disputes a group the common parent of which was or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted is PubCo or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnany of its Subsidiaries. (fi) No Within the past three (3) years, no written claim has been made by any Governmental Authority in a jurisdiction where a any Group Company Group Member does not file a Tax Return Returns that such entity it is or may be subject to Tax or required to file a Tax Return taxation in that jurisdiction. (gj) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Each Group Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” not participated in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section Regulation 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (jk) No Company Group Member will be 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 Immediately following the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Merger Closing, or (iv) prepaid amount or deferred revenue received prior to PubCo will not be treated as an “investment company” within the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result meaning of an election under Section 965(h351(e)(1) of the Code. (l) Except as contemplated by this Agreement and the Transactions, no Group Company has taken any action or agreed to take any action, nor to the knowledge of any Group Company are there any facts or circumstances, that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

Taxes. Except as set forth in Schedule 4.15: (a) All income Company and other each of Company Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which Company or any Company Subsidiary is or has been a member, have properly completed and timely filed all material Tax Returns required by Law to be filed by each them and have paid all Taxes shown thereon to be due. Company Group Member has provided adequate accruals in accordance with generally accepted accounting principles in its latest financial statements included in the Company Reports for any Taxes that have not been duly paid, whether or not shown as being due on any Tax Returns. Other than Taxes incurred in the ordinary course of business, Company and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete Company Subsidiaries have no material liability for unpaid Taxes accruing after the date of the Company's latest financial statements included in all material respectsthe Company Reports. (b) All There is (i) no material amounts claim for Taxes that is a lien against the property of Company or any Company Subsidiary or is being asserted against Company or any Company Subsidiary other than liens for Taxes not yet due and owing by each Company Group Member payable, (whether or not reflected on ii) no audit of any Tax ReturnReturn of Company or any Company Subsidiary being conducted by a Tax Authority; (iii) have been duly and timely paid to no extension of the appropriate Governmental Authority, no Company Group Member has any liability for a material amount statute of unpaid Taxes which has not been accrued for or reserved limitations on the assessment of any Taxes granted by Company Most Recent Balance Sheetor any Company Subsidiary and currently in effect, and since (iv) no agreement, contract or arrangement to which Company or any Company Subsidiary is a party that may result in the date payment of any amount that would not be deductible by reason of Section 280G or Section 404 of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the TransactionsCode. (c) Each Company Group Member has paid all and the Company Subsidiaries have not been and will not be required by reason of the Merger to include any material applicable salesadjustment in Taxable income for any Tax period (or 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, use events or other similar Taxesaccounting methods employed prior to the Merger. (d) Each Neither Company Group Member nor any Company Subsidiary has (i) withheld and deducted all material amounts of Taxes required filed or will file any consent to have been withheld the provisions of paragraph 341(f)(2) of the Code (or deducted by it in connection with amounts paid or owed comparable provisions of any state Tax laws) apply to any employee, independent contractor, creditor, member, Company or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsCompany Subsidiary. (e) No Neither Company Group Member nor any Company Subsidiary is engaged in a party to any audit, administrative proceeding Tax sharing or judicial proceeding with respect Tax allocation agreement nor does Company or any Company Subsidiary have any liability or potential liability to Taxes. No Company Group Member is the subject of another party under any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnagreement. (f) No written claim Neither Company nor any Company Subsidiary has been made by filed any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment disclosures under Section 355 of the Code (6662 or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision comparable provisions of state, local or foreign Law)law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Tax Return. (jg) No Neither Company Group Member will be required to include nor any material item Company Subsidiary has ever been a member of income ina consolidated, combined or exclude any material item unitary group of deduction from, taxable income which Company was not the ultimate parent corporation. (h) Company and each Company Subsidiary has in its possession receipts for any taxable period (or portion thereof) ending after Taxes paid to foreign Tax authorities. Neither Company nor any Company Subsidiary has ever been a "personal holding company" within the Closing Date as a result meaning of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 542 of the Code (or any corresponding or similar provision a "United Sates real property holding corporation" within the meaning of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) 897 of the Code.

Taxes. (a) Except as set forth in Schedule 4.15Section 3.14 of the Disclosure Schedule: (ai) All income and other material The Company has filed (taking into account any valid extensions) all Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Company. Such Tax Returns are true, complete and correct and complete in all material respects. (b) . The Company is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material amounts of Taxes due and owing by each the Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxesaccrued. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has ever been made by any a Governmental Authority in a jurisdiction where a the Company Group Member does not file a Tax Return Returns that such entity the Company is or may be subject to Tax or required to file a Tax Return in taxation by that jurisdiction. There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company. (gii) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company. (iii) There are no outstanding agreements extending ongoing or waiving pending audits, actions, suits, claims, investigations or other legal proceedings by any taxing authority against the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pendingCompany. (hiv) No The Company Group Member is not a party to any Tax-sharing agreement. (v) All Taxes which the Company is obligated to withhold from amounts owing to any employee, creditor or third party have been withheld and paid. (vi) The Company is not obligated to make any payments and is not a party to any agreement, contract, arrangement or plan that could result, separately or in the aggregate, in the payment of any amount that will not be fully deductible as a result of Code Section 162(m) (or any predecessor thereof) has constituted either a “distributing corporation” corresponding provision of state, local, or a “controlled corporation” in a distribution of stock qualifying for taxnon-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the CodeU.S. Tax law). (ivii) No The Company Group Member has not been a United States real property holding corporation within the meaning of Code Section 897(c)(1)(A)(ii). (viii) The Company has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) and has no liability for the Taxes of any person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or no-U.S. law), as a transferee or successor, by contract or otherwise. (ix) The Company is not and has not been a party to any “listed reportable transaction,” within as defined in Code Section 6707A(c)(1) and Treasury Regulation Section 1.601-4(b). (x) The Company has not been a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the meaning Code. (xi) The Company has (i) complied with the requirements of Section 482 of the Code and the Treasury Regulations thereunder (and all comparable provisions of state, local or foreign law), and (ii) prepared and maintained adequate documentation in respect of transactions with related parties governed by Section 1.6011-4(b)(2) 482 of the Code and the Treasury Regulations thereunder (or any similar or corresponding provision and all comparable provisions of state, local or foreign Law). (jxii) No The Company Group Member is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of an amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax Law). (xiii) The Company has not agreed to or would reasonably be expected to be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use of an improper, in method of accounting pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax Law by reason of a change in accounting method initiated by the Company for a taxable Tax period (or portion thereof) ending on or prior to the Closing Date and made prior to the ClosingDate; (ii) “closing agreement” as agreement described in Section 7121 of the Code (or any corresponding or similar provision of federal, state, local local, or foreign Tax Law) entered into executed on or prior to the ClosingClosing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing, or Closing Date; (iv) prepaid amount deferred intercompany gain or deferred revenue received prior to any excess loss account described in Treasury Regulations under Section 1502 of the Closing. No Company Group Member will be required to make Code (or any payment after the Closing Date as a result corresponding or similar provision of an federal, state, local or foreign Tax Law); or (v) election under Section 965(h108(i) of the CodeCode (or comparable provisions of state, local or foreign Tax Law).

Taxes. Except as set forth in Schedule 4.15: (a) All income federal, state, local and other material foreign Tax Returns required by Law to be filed by or on behalf of the Company, each of its Subsidiaries, and each affiliated, combined, consolidated or unitary group of which the Company Group Member or any of its Subsidiaries (i) is a member (a "Current Company Group") or (ii) has been a member within six years prior to the date hereof but is not currently a member, but only insofar as any such Tax Return relates to a taxable period ending on a date within the last six years (a "Past Company Group," together with Current Company Groups, a "Company Affiliated Group") have been duly and timely filed with the appropriate Governmental Authorityfiled, and all such Tax Returns are truecomplete and accurate except to the extent any failure to file or any inaccuracies in filed returns would not, correct and complete individually or in all material respects. the aggregate, have a Company Material Adverse Effect (b) it being understood that the representations made in this Section, to the extent that they relate to Past Company Groups, are made to the knowledge of the Company). All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on the Company, any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date Subsidiary of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income Company Affiliated Group have been timely paid, or gain outside adequately reserved for, except to the ordinary course of business other than extent any liabilities incurred failure to pay or reserve would not, individually or in connection the aggregate, have a Company Material Adverse Effect. There is no audit examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes due and owing by the Transactions. (c) Each Company, any Subsidiary or any Affiliated Group which would, individually or in the aggregate, have a Company Material Adverse Effect. All assessments for Taxes due and owing by the Company, any Subsidiary or any Company Affiliated Group Member has paid all material applicable sales, use with respect to completed and settled examinations or other similar Taxes. (d) Each Company Group Member has concluded litigation have been paid. Schedule 5.13 sets forth (i) withheld the taxable years of the Company for which the statutes of limitations with respect to U.S. federal income Taxes have not expired, and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts with respect to U.S. federal income Taxes, for all taxable years for which the appropriate Governmental Authoritystatute of limitations has not yet expired, those years for which examinations have been completed, those years for which examinations are presently being conducted, and (iii) those years for which examinations have not yet been initiated. The Company and each of its Subsidiaries have complied in all material respects with applicable Laws all rules and regulations relating to the payment and withholding of Taxes, except to the extent any such failure to comply would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is a party to, bound by, or has any obligation under any Tax sharing, allocation, indemnity, or similar contract or arrangement. (c) Neither the Company nor any of its Subsidiaries knows of any fact or has taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (d) Schedule 5.13 sets forth (i) the taxable years of the Company for which the statute of limitations with respect to Tax withholdingMaterial State income Taxes have not expired, including and (ii) with respect to Material State income Taxes, for all reporting taxable years for which the statute of limitations has not expired, those years for which examinations have been completed, those years for which examinations are presently being conducted, and record keeping requirementsthose years for which examinations have not yet been initiated. (e) No Company Group Member is engaged in For purposes of this Section 5.13: "Material State" means any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is state for which the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes average allocation percentage of the Company Group, and no written request its Subsidiaries for any such waiver or extension is currently pending. the past three years exceeds ten percent (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code10%). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other Each Group Company: (i) has filed (taking into account any extension of time within which to file) all material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with it as of the appropriate Governmental Authority, date hereof and all such filed Tax Returns are true, correct complete and complete accurate in all material respects; (ii) has paid all material Taxes that are shown as due on such filed Tax Returns and any other material Taxes that each Group Company is otherwise obligated to pay, except with respect to Taxes that are being contested in good faith and are disclosed in Section 4.14(a) of the Company Disclosure Schedule; and (iii) with respect to all material Tax Returns filed by it, has not waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. (b) All No Group Company (i) has received a notice of a deficiency for any material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has been proposed, asserted or assessed in writing by any Tax authority that has not been accrued resolved or settled or (ii) has received notice of an audit, examination, investigation or other proceeding in respect of material Taxes or Tax matters pending or proposed in writing, for or reserved on a Tax period which the Company Most Recent Balance Sheet, and since the date statute of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionslimitations for assessments remains open. (c) Each Company The Group Member has paid all Companies are not a party to, are not bound by, and have no material applicable salesobligation under any Tax sharing agreement, use Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (other similar than a customary agreement, contract or arrangement the primary purpose of which does not relate to Taxes). (d) Each Company The Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does Companies will not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (iiunder Code Section 481(c) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) entered into executed on or prior to the ClosingClosing Date; or (iii) installment sale made on or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeDate.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material The Company has filed all Tax Returns that it was required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all file. All such Tax Returns are true, were correct and complete in all material respects. (b) . All material amounts of Taxes due and owing owed by each the Company Group Member (whether or not reflected shown on any Tax Return) have been duly and timely paid paid. The Company currently is not the beneficiary of any extension of time within which to the appropriate Governmental Authority, no Company Group Member file any Tax Return. No claim has any liability for ever been made in writing by an authority in a material amount of unpaid Taxes which has not been accrued for or reserved on jurisdiction where the Company Most Recent Balance Sheet, and since does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no security interests or other liens on any of the date assets of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred that arose in connection with the Transactionsany failure (or alleged failure) to pay any Tax, other than liens for Taxes not yet due and payable. (cb) Each The Company Group Member has withheld and paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it and paid in connection with amounts paid or owed owing to any employee, independent contractor, creditor, member, stockholder or any other third party, except where any failure to pay such Taxes would not have a Company Material Adverse Effect. (c) There is no dispute or claim concerning any Tax Liability of the Company either (i) claimed or raised by any Governmental Entity in writing or (ii) duly as to which any of the directors, officers and timely remitted employees responsible for Tax matters of the Company has Knowledge based upon personal contact with any agent of such amounts to Governmental Entity. Schedule 4.11 of the appropriate Governmental Authority, and (iii) complied in Company Disclosure Letter lists all material respects with applicable Laws Tax Returns filed with respect to the Company that have been audited, and indicates those Tax withholdingReturns that currently are the subject of audit. The Company has delivered to Parent correct and complete copies of all federal income Tax Returns, including all reporting examination reports, and record keeping requirementsstatements of deficiencies assessed against or agreed to by the Company since January 1, 1998. (d) The Company 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. (e) No The Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in not filed a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment consent under Section 355 341(f) of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No concerning collapsible corporations. The Company Group Member has been is not a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (Tax allocation or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.sharing

Taxes. Except as set forth in Schedule 4.15: (a) (i) All income and other material Tax Returns required by Law to be filed by each or with respect to Seller, the Selling Affiliate or the Company Group Member in connection with the Purchased Assets have been duly and timely filed with the appropriate Governmental Authority, and filed; (ii) all such Tax Returns are true, complete and correct and complete in all material respects. ; (biii) All material amounts of all Taxes due and owing owed by each Company Group Member (whether Seller, the Selling Affiliate or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental AuthorityCompany, no Company Group Member has any liability or for a material amount of unpaid Taxes which has not been accrued for Seller, the Selling Affiliate or reserved on the Company Most Recent Balance Sheetis liable, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable salesPurchased Assets, use that are or other similar Taxes. (d) Each Company Group Member has (i) withheld have become due and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending payable on or prior to the Closing Date and made prior have been timely paid in full except to the Closingextent disputed in good faith by appropriate proceedings; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or and (iv) prepaid amount there are no Liens on any of the Purchased Assets that arose in connection with any failure (or deferred revenue received prior alleged failure) to pay any Tax. (b) There has been no claim asserted in writing by any Governmental Authority against Seller, the ClosingSelling Affiliate or the Company in connection with the Purchased Assets for any unpaid Taxes, and no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing by any Governmental Authority with respect to any Tax Return of or with respect to Seller, the Selling Affiliate or the Company in connection with the Purchased Assets. No Tax audits or administrative or judicial proceedings are being conducted, are pending or have been threatened in writing by any Governmental Authority with respect to Seller, the Selling Affiliate or the Company Group Member will be required to make any payment after in connection with the Closing Date as Purchased Assets. (c) Seller is not a result “foreign person” within the meaning of an election under Section 965(h) 1445 of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed by Other than as described in Section 3.133.14(a) of the Disclosure Schedule, each member of the Company Group Member have been duly has (i) prepared and timely filed with all required Tax Returns relating to any and all material Taxes concerning or attributable to the appropriate Governmental AuthorityCompany Group or its operations, or has lawfully obtained extensions for such filings, and all such Tax Returns are true, or will be true and correct and complete in all material respectsrespects and have been or will be completed in accordance with Legal Requirements, and (ii) timely paid all Taxes it is required to pay, whether or not shown on such Tax Returns. Each member of the Company Group has paid or withheld with respect to its Employees and other third parties, all material Taxes required to be paid or withheld, and has timely paid such Taxes withheld over to the appropriate Taxing authority. No member of the Company Group has been delinquent in the payment of any material Tax, nor is there any material Tax deficiency outstanding, assessed or proposed against any member of the Company Group, nor has any member of the Company Group executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any material Tax which remains in effect. No audit or other examination of any Tax Return of any member of the Company Group is in progress, nor has any member of the Company Group been notified of any request for such an audit or other examination. No material adjustment relating to any Tax Return filed by any member of the Company Group has been proposed in writing by any Tax authority to any member of the Company Group or any representative thereof. (b) All material amounts inter-company payments made to or by any of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date members of the Company Most Recent Balance SheetGroup have been calculated in accordance with the provisions of Section 85A of the Israeli Income Tax Ordinance [New Version], no 1961, as amended, and the regulations promulgation thereunder, and the Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside obtained and maintained documentation with respect to such payments to the ordinary course of business other than any liabilities incurred in connection with the Transactionsextent required thereby. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts No member of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paidhas, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving within the statutory period two years preceding the date of limitations applicable to any claim forthis Agreement, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying intended to qualify for tax-free treatment under Section 355 of the Code (Code, or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within transaction under Sections 104 or 105 of the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of stateIsraeli Income Tax Ordinance [New Version], local or foreign Law)1961, as amended. (jd) No Each member of the Company Group Member is in compliance with all material terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement, approval or order of any Tax authority and the consummation of the transactions contemplated hereby will not have any Material Adverse Effect on the validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order. (e) Section 3.14(e) of the Disclosure Schedule lists each material Tax incentive subsidy or benefit granted to or enjoyed by any member of the Company Group under the laws of the State of Israel or any other foreign law, the period for which such Tax incentive applies, and the nature of such Tax incentive. Each member of the Company Group has complied with all material Legal Requirements and the relevant approvals to be entitled to claim all such incentives, subsidies or benefits. The consummation of the transactions contemplated hereby will not adversely affect the continued qualification for the incentives, subsidies or benefits or the terms or duration thereof or require any recapture of any previously claimed incentive, subsidy or benefit, and no consent or approval of any Tax authority or any Persons 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date consummation of the transactions contemplated hereby in order to preserve the entitlement of the Company to any such incentive, subsidy or benefit after the Pre-Closing, and made prior which is not reasonably expected to be obtained by the Pre-Closing. (f) Each member of the Company Group is and has at all times been resident for Tax purposes in its place of incorporation or formation and is not and has not at any time been treated as resident in any other jurisdiction for any Tax purpose (including any Tax treaty or other arrangement for the avoidance of double taxation). No member of the Company Group is, to the Closing; (ii) “closing agreement” as described best of its knowledge, subject to Tax in Section 7121 any jurisdiction other than its place of incorporation or formation by virtue of having a permanent establishment or other place of business or by virtue of having a source of income in that jurisdiction, except for income earned from services for which any income tax is satisfied through withholding. No member of the Code (or Company Group has been informed by any corresponding or similar provision jurisdiction that the jurisdiction believes that such member of statethe Company Group was required to file any Tax Return that was not filed. No member of the Company Group is, local or foreign Law) entered into prior to the Closing; best of its knowledge, liable for any Tax as the agent of any other Person and does not constitute a permanent establishment or other place of business of any other Person for any Tax purpose. (iiig) installment The Company did not receive any written notice from any Tax authority that the consummation of the transactions contemplated under this Agreement and the Related Agreements would adversely affect the Company’s ability to set off for tax purposes in the future any and all losses accumulated by any member of the Company Group as of the Pre-Closing Date. (h) All stock transfer or other Taxes (other than income taxes) that are required to be paid in connection with the sale or open transaction disposition made prior and transfer of the Purchased Securities to be sold to the Closing, Investors hereunder and under the Related Agreements will have been or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be fully paid or provided for by the Company on such dates on which the relevant payments are required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Codebe made and all laws imposing such taxes will have been or will be fully complied with on such dates on which such compliance is required.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other Each Mid-Con Group Entity has filed all material Tax Returns required by Law to be filed by each Company it and has paid (or a Mid-Con Group Member have been duly and timely filed with the appropriate Governmental AuthorityEntity has paid on its behalf) all Taxes shown as due on such Tax Returns, and the most recent financial statements contained in the Mid-Con SEC Documents reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by the Mid-Con Group Entities accrued through the date of such Tax Returns are true, correct and complete in all material respectsMid-Con SEC Documents. (b) All No Mid-Con Group Entity has made any material amounts of Taxes due and owing by each Company Group Member (whether Tax election or not reflected on any change in Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for reporting or reserved on the Company Most Recent Balance Sheet, and treatment since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionssuch Mid-Con SEC Documents. (c) Each Company Group Member has paid all No material applicable sales, use deficiencies or other similar Taxesclaims for any Taxes have been proposed, asserted or assessed against any Mid-Con Group Entity that are not adequately reserved for. (d) Each Company Group Member has (i) withheld and deducted all There are no material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws liens with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Taxes upon any of the assets or properties of a Mid-Con Group Member is engaged in any audit, administrative proceeding or judicial proceeding Entity other than with respect to TaxesTaxes not yet due and payable. No Company Group Member is the subject of any dispute or claim with respect closing agreement pursuant to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 7121 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (jlaw) has been entered into by or with respect to any Mid-Con Group Entity. No Company Mid-Con Group Member Entity has granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. No Mid-Con Group Entity has agreed or is required to make any adjustments pursuant to Section 481(a) of the Code or any provision of state, local or foreign law similar to Section 481(a) of the Code by reason of a change in accounting method initiated by it or any other relevant party, nor has any application pending with any Tax authority requesting permission for any changes in accounting methods that relate to the business or assets of any Mid-Con Group Entity. No Mid-Con Group Entity will be required to include any material item of income inamounts in income, or exclude any material item items of deduction fromdeduction, taxable income for any in a state or local taxable period (or portion thereof) ending beginning after the Closing Date as a result of any: (i) a change in, or use of an improper, in method of accounting for occurring prior to the Closing Date, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (iii) a prepaid amount received, or paid, prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received gains arising prior to the Closing. No Company Closing Date. (e) Each Mid-Con Group Member will be required to make any payment after Entity is either a partnership organized in a state of the Closing Date United States or an entity disregarded as separate from such a partnership for federal income tax purposes. (f) Each Mid-Con Group Entity treated as a result of partnership for federal income tax purposes has an election under Section 965(h754 of the Code in effect. (g) No Mid-Con Group Entity has any assets co-owned for purposes of Section 761 of the Code that does not have a valid election under Treasury Regulations §1.761-2 to be excluded from the application of Subchapter K of the Code. (h) The Partnership is a partnership for federal income tax purposes and at least 90% of the gross income of the Partnership for each taxable year ending after its initial public offering has been income that is “qualifying income” within the meaning of Section 7704(d) of the Code.

Taxes. Except as set forth disclosed in Schedule 4.15the Company Disclosure Letter or in the SEC Documents: (a) All The Company is the common parent of an affiliated group of corporations (within the meaning of Section 1504(a) of the Code) eligible to file consolidated federal income Tax Returns, of which the Company is a member. From July 1, 1994 through the Initial Closing Date, the Company has included each Subsidiary in its consolidated federal income Tax Return as a member of the affiliated group of which the Company is the common parent. (b) The Company and its Subsidiaries have duly filed all U.S. federal, state, local, foreign and other material Tax Returns tax returns (including any information returns), reports and statements that are required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authoritytaxing authority and have paid all Taxes with respect to the taxable periods covered by such returns, reports or statements. All information provided with respect to the taxable periods covered by such returns, reports and all such Tax Returns are true, correct statements is complete and complete accurate in all material respects. (bc) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any Any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheetfor Taxes not yet due and payable, no or which are being contested in good faith, has been provided for on the financial statements of the Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection accordance with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxesgenerally accepted accounting principles. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld No audits or deducted by it in connection with amounts paid or owed investigations relating to any employee, independent contractor, creditor, member, Taxes for which the Company or its Subsidiaries may be liable are pending or threatened in writing by any taxing authority. There are no agreements or applications by the Company or any other third party, (ii) duly and timely remitted such amounts to of its Subsidiaries for the appropriate Governmental Authorityextension of the time for filing any tax return or paying any Tax, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsneither the Company nor any Subsidiary has extended or waived any statute of limitation for the assessment of any Taxes. The Company Disclosure Letter lists the audit status of each of the Company's tax returns. (e) No Neither the Company Group Member is engaged in nor any auditof its Subsidiaries are parties to any agreements relating to the sharing or allocation of, administrative proceeding or judicial proceeding indemnification agreement with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to to, Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted similar contract or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnarrangement. (f) No written Since January 1, 1994, no claim has been made by any Governmental Authority Tax authority in a jurisdiction where a the Company Group Member or any Subsidiary does not currently file a Tax Return return that such entity it is or may be subject to Tax or required by such jurisdiction, nor to file a Tax Return in that jurisdictionthe Company's Knowledge is any such assertion threatened. (g) As of January 1, 1998 for U.S. federal income tax purposes, the Company had no net operating loss carryforwards. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes has not been an ownership change of the Company Group, and no written request for any such waiver or extension is currently pendingwithin the meaning of Section 382 of the Code during the five years preceding the date of this Agreement. (h) No The Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” its Subsidiaries have withheld from its employees, independent contractors and third parties and timely paid to the appropriate taxing authority proper and accurate amounts in a distribution all material respects through all periods in compliance in all material respects with all Tax withholding provisions of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)all applicable Laws. (i) No Neither the Company Group Member nor any Subsidiary has been income that is includable in computing the taxable income of a party United States person (pursuant to any “listed transaction” within Section 7701 of the meaning Code) under Section 951 of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law)the Code. (j) No Company Group Member will be required All material elections with respect 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 Taxes of the Code (Company or any corresponding or similar provision of state, local or foreign Law) entered into prior to Subsidiary are set forth in the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeDisclosure Letter.

Taxes. Except as set forth in Schedule 4.15: (a) All income (i) Each of the Company and other each Company Subsidiary has timely filed all material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with it in the appropriate Governmental Authoritymanner prescribed by applicable Law, and all (ii) such Tax Returns have been, or will be when filed, prepared in substantial compliance with all applicable Laws and are true, correct accurate and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied all Taxes shown as due on such Tax Returns (and any other material Taxes payable by the Company or the Company Subsidiaries whether or not shown as due on any Tax Returns) have been paid in full and the Company and each Company Subsidiary has made adequate provision (or adequate provision has been made on its behalf) for all material respects with applicable Laws with respect to Tax withholdingaccrued Taxes not yet due. There are no Liens on any of the assets, including all reporting and record keeping requirements. (e) No rights or properties of the Company Group Member is engaged in or any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim Subsidiary with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnPermitted Liens. (fb) No written claim There is no claim, audit, action, suit, proceeding or investigation currently pending or, to the Knowledge of the Company threatened against or with respect to the Company or any Company Subsidiary in respect of any material Tax. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of all material audit reports, examination reports, statements of deficiencies and similar documents (to which the Company has access) relating to Tax Returns of the Company and the Company Subsidiaries for all taxable periods ending on or after December 31, 2011. As of the date of this Agreement, no extension or waiver of the limitation period applicable to any of material Tax Returns of the Company or the Company Subsidiaries has been made requested or granted. No material closing agreement, private letter ruling, technical advice memoranda, advance pricing agreement, consent to an extension of time to make an election or consent to a change a method of accounting, has been requested from, entered into with or issued by any Governmental Authority in a jurisdiction where a Body with respect to the Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdictionany Company Subsidiary. (gc) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of Neither the Company Groupnor any Company Subsidiary has been a party to a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) (or any similar provision of state, and no written request for any such waiver local or extension is currently pendingforeign Law). (hd) No Neither the Company Group Member nor any Company Subsidiary (i) has been a member of an affiliated group filing a consolidated combined, or unitary income Tax Return (other than a group the common parent of which was the Company) or (ii) has any liability for Taxes of another Person (other than members of a group the common parent of which was the Company) under Treasury Regulations Section 1.1502-6 (or any predecessor thereofsimilar provision of state, local or foreign Law), by operation of Law, as a transferee or successor, by contract or otherwise. (e) Neither the Company nor any Company Subsidiary has constituted either been a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment intended to qualify under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law)) within the past five years. (jf) No Neither the Company Group Member nor any of the Company Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction or credit from, the computation of taxable income for any taxable period (or portion thereof) ending after the Merger Closing Date Date, as a result of any: any (i) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Merger Closing Date and made prior to the Closing; Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) entered into executed on or prior to the Closing; Merger Closing Date, (iii) installment sale or open transaction disposition made on or prior to the ClosingMerger Closing Date, or (iv) prepaid amount received on or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Merger Closing Date as a result outside the ordinary course of an business, or (v) election under Section 965(h108(i) of the Code.

Taxes. (a) The Company is, and at all times since its inception has been, properly classified as a partnership for U.S. federal and applicable state and local income tax purposes. (b) The Company has timely filed all Tax Returns required to be filed in connection with and in respect of its Business, assets and employees with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed and has timely paid and discharged all Taxes due and payable (whether or not shown or required to be shown on any Tax Return). Except as set forth in Schedule 4.15: (aSection 4.24(b) All income and other material Tax Returns required by Law to be filed by each of the Company Group Member have been duly and timely filed with the appropriate Governmental AuthorityDisclosure Schedule, and all such Tax Returns are true, correct and complete and were prepared in substantial compliance with all material respects. (b) All material amounts of Taxes due applicable laws and owing by each regulations. The Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for taken a deduction or reserved on the Company Most Recent Balance Sheet, and since the date credit in violation of Section 280E of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the TransactionsCode. (c) Each The Company Group Member has paid all material applicable salesnot filed or requested any extension of time within which to file any Tax Return, use or other similar Taxeswhich Tax Return has not been filed, except for extensions made in the Ordinary Course of Business. (d) Each The Company Group Member has (i) withheld or collected and deducted timely paid or remitted all material amounts of Taxes required to have been withheld or deducted by it collected and paid in connection with amounts paid or owed received or owing to or from any employee, independent contractor, creditor, shareholder, member, partner, or other Person and has complied with all Tax information reporting provisions of all applicable Laws. The Company has consistently treated any other third party, workers that it treats as independent contractors (iiand any similarly situated workers) duly as independent contractors for purposes of the Code and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsTreasury Regulations. (e) No Company Group Member is engaged in any auditThere are no pending or, administrative proceeding to the Knowledge of the Company, threatened claims, assessments, notices, deficiencies or judicial proceeding audits by a Governmental Authority with respect to Taxes. No any Taxes owed or allegedly owed by the Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have the Business which has not been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnresolved. The Company has not commenced a voluntary disclosure proceeding in any jurisdiction that has not been resolved or settled. The Company has not received any written notice of any Tax deficiency or adjustment, whether proposed, asserted or assessed, against the Company which has not been paid, settled or resolved. (f) The Company has not executed any waiver of any statute of limitation period on the assessment or collection of any Tax or executed or filed with any Governmental Authority any agreement now in effect extending the period for assessment or collection of any Taxes and no such waiver or extension has been requested in writing from any Governmental Authority, in each case which period (after giving effect to such waiver or extension) has not expired. (g) There are no Encumbrances for Taxes upon or pending or, to the Knowledge of the Company, threatened against any assets of the Company, other than Permitted Encumbrances. (h) No written claim has ever been made by any Governmental Authority in a jurisdiction where a in which the Company Group Member does not file a Tax Return Returns that such entity the Company is or may be subject to Tax or required to file a Tax Return in taxation by that jurisdiction. (gi) The Company is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. (j) Neither the Purchaser nor the Company will be required to include any amounts in income, or exclude any Tax credits or items of deduction, in a Post-Closing Tax Period as a result of (i) an adjustment under either Section 481(a) of the Code by reason of a change in or incorrect method of accounting occurring prior to the Closing, (ii) an installment sale or open transaction disposition occurring on or prior to Closing, (iii) a prepaid amount received, or paid, prior to the Closing, (iv) a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed prior to the Closing, (v) any intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law), (vi) an interest held by the Company in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the Closing Date, (vii) the cash method of accounting or long-term contract method accounting utilized prior to the Closing, (viii) debt instrument of the Company held on or prior to the Closing that was acquired with “original issue discount” as defined in Section 1273 of the Code or (ix) any election under Section 108(i) of the Code. (k) The Company has not made nor has been required to make any payment as a result of any election under Section 965 of the Code (or any similar provision of state, local or foreign Law). (l) The Company is not a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements other than a commercial contract of which the principal purpose is not related to Tax. The Company has no liability for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or non-US Tax law), or as a transferee or successor, or by contract or otherwise. There are no outstanding issued or pending private letter rulings, agreements extending or waiving undertakings (including advance pricing agreements or similar agreements) in each case, in writing with any Governmental Authority with respect to Taxes that would bind the statutory period Company following the Closing. The Company has not granted any power of limitations applicable attorney with respect to any claim formatter relating to Taxes that would be in force and effect after the Closing. The Company has not been a party to any joint venture, partnership, or the period other arrangement that was treated as a partnership for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pendingTax purposes. (hm) No The Company Group Member (or any predecessor thereof) has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying intended to qualify for tax-free deferred treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or so much (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 356 of the Code as relates to Section 355 355(e) of the Code)) in conjunction with the transactions contemplated by this Agreement. (in) No The Company Group Member has been not participated in a party to any “listed reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(24(b) (or any similar or corresponding provision provisions of state, local or foreign Lawnon-US law). (jo) No The unpaid Taxes of the Company Group Member (i) did not, as of the Interim Financial Statements Date, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet (rather than in any notes thereto) and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns. (p) The Company has never been a member of an affiliated group filing a consolidated US federal (or similar combined or unitary state, local or foreign) income Tax Return (including any arrangement for group or unitary Tax relief or similar arrangement). (q) The Company has not deferred any employment or payroll Taxes under Section 2302 of the CARES Act. Except as set forth in Section 4.24(q) of the Company Disclosure Schedule, the Company has not requested or received an advance of any such employment or payroll Tax credits, reduced any employment or payroll Taxes due and payable in anticipation of claiming such employment or payroll Tax credits, claimed any employment or payroll Tax credits (or, to the extent any such credit is disclosed in the Company Disclosure Schedule, the Company has claimed such credit in compliance with applicable Law and will not be required subject to include recapture), in each case under either Section 7001 or 7002 of the FFCRA or under Section 2301 of the CARES Act. The Company has not elected out of the application of either Section 7001 or 7002 of the FFCRA or Section 2301 of the CARES Act. (r) The Company has not made any material item SALT Election. (s) The Company has not had in the past three (3) years a permanent establishment (within the meaning of income inthe applicable Tax treaty) or other taxable presence in any jurisdiction where it is not currently filing Tax Returns. The Company is not, nor has it been in the past three (3) years, a resident for Tax purposes in any jurisdiction outside the United States. (t) Section 4.24(t) of the Company Disclosure Schedule contains a list of all jurisdictions in which the Company currently files Tax Returns. (u) The Company is in compliance with all state unclaimed property Laws and has remitted to the appropriate states all unclaimed property in accordance with relevant state unclaimed property Laws. (v) The Company is in compliance with all terms and conditions of all Tax grants, credits, abatements and other incentives granted by a Taxing Authority for the benefit of the Company and the consummation of the transactions contemplated by this Agreement shall not adversely affect the Company’s ability to benefit from any such Tax grant, credit, abatement or exclude any material item of deduction from, taxable income for other similar incentive in any taxable period (or portion thereof) ending after the Closing Date as a Date. (w) The Company has not engaged in any transactions with Affiliates or controlled entities that would result of any: (i) change in, or use of in an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in adjustment under Section 7121 482 of the Code or under comparable provision of State, local or foreign law. (x) The Company has timely and properly collected all sales, use, value-added and similar Taxes required to be collected, and has remitted on a timely basis such amounts to the appropriate Governmental Authority. The Company has timely and properly requested, received and retained all necessary exemption or resale certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transaction as to which it would otherwise have been obligated to collect or withhold Taxes. (y) The Company has not deferred the inclusion of any amounts in taxable income pursuant to IRS Revenue Procedure 2004-34, Treasury Regulations Section 1.451-5, Sections 455 or 456 of the Code or any corresponding or similar provision of stateLaw (irrespective of whether or not such deferral is elective). (z) None of (i) the goodwill, local (ii) the going concern value or foreign Law) entered into prior to the Closing; (iii) installment sale the other intangible assets of the Company that would not be depreciable or open transaction disposition made prior to amortizable in the Closinghands of Purchaser but for Section 197 of the Code, was held or used on or before August 10, 1993, by one or more of the Company, or (ivany Person who will be related to Purchaser within the meaning of Section 197(f)(9)(C) prepaid amount or deferred revenue received prior to of the Code, on and after the Closing. No For the purposes of this Section 4.24, the Company Group Member will shall be required deemed to make include any payment after predecessor of the Closing Date Company, any Person which merged or was liquidated with and into the Company or any Person from which the Company or any of its Affiliates incurs a Liability for Taxes as a result of an election under Section 965(h) of the Codetransferee Liability.

Taxes. Except as set forth in Schedule 4.153.9: (a) All income and other material Tax Returns required by Law to be filed by each or on behalf of the Company Group Member or with respect to the Company Assets have been timely filed except where the failure to file would not have a Material Adverse Effect, and all Taxes shown on such Tax Returns to be due and owing of the Company have been paid except for Taxes being contested in good faith by appropriate proceedings and set forth on Schedule 3.9. The Company and the Company’s subsidiaries have complied in all material respects with all Laws relating to withholding of Taxes and have duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed owing to any employee, independent contractor, creditor, member, or any other third party, (ii) duly Person and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied . No statute of limitations in all material respects with applicable Laws respect of Taxes with respect to Tax withholdingthe Company or the Company Assets has been waived, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding no extension of time with respect to Taxes. No Company Group Member is the subject of any dispute a Tax assessment or claim with respect deficiency relating to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have or the Company Assets has been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) agreed. No written claim has been made by any Governmental Tax Authority in a jurisdiction where a Tax Returns with respect to the Company Group Member does are not file a Tax Return filed that such entity the Company is or may be subject to Tax or required taxation by that jurisdiction and to file a Tax Return in that jurisdictionthe Knowledge of Seller, no such claim has been threatened. (gb) There are no outstanding agreements extending suits, actions, claims, investigations, inquiries or waiving proceedings pending or threatened in writing against the statutory period Company in respect of limitations applicable Taxes. No Tax Returns with respect to the Company or the Company Assets have been audited by any claim forTax authority or are in the process of being audited, and no Person has received written notice indicating an intent to open such an audit or other review or a written request for information related to Tax matters with respect to the Company or the Company Assets. There is no Tax deficiency outstanding, proposed or assessed against the Company or any other Person with respect to its assets except for Taxes being contested in good faith by appropriate proceedings. (c) From October 27, 2007, the Company has been a disregarded entity for federal Tax purposes. (d) There are no liens for Taxes on the Company Assets, except for Taxes not yet due, or Taxes being contested in good faith by appropriate proceedings. Schedule 3.9 sets forth a list of joint operating agreements to which the period Company is a party and for which there has not been made a valid election out of Subchapter K of the collection or assessment or reassessment ofCode. To the Knowledge of Seller, Taxes none of the Company Group, and no written request for any such waiver or extension Assets is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party subject to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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 tax partnership as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described defined in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) 761 of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed with respect to the Purchased Assets, the Assumed Liabilities or by each Company Group Member or on behalf of any Purchased Entity have been duly and timely filed with the appropriate Governmental Authority(taking into account applicable extensions), and all such Tax Returns are were true, correct and complete in all material respectsrespects when filed. All material Taxes required to be paid (whether or not shown to be due on such Tax Returns) have been paid or accrued and each of the Purchased Entities have withheld and paid all material Taxes that such Purchased Entity is obligated to withhold from amounts owing to any employee, creditor or third party, in each case other than such Taxes that are being contested in good faith and for which such Purchased Entity has made provision in its financial statements in accordance with GAAP or IFRS, as applicable, and as shown in Section 2.18(a) of the Seller Disclosure Letter. (b) All There are no material amounts ongoing federal, provincial, state, local or foreign audits or examinations of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability Return with respect to the Purchased Assets, the Assumed Liabilities or any taxable income Purchased Entity which has been officially announced by a Taxing Authority and, to the Knowledge of Seller, no such audit or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsexamination is proposed, pending or threatened. (c) Each Company Group Member has paid all There are no material applicable salesEncumbrances for Taxes upon any of the Purchased Assets, use or other similar Taxesexcept for Permitted Encumbrances. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending written agreements, consents or waiving waivers to extend the statutory period of limitations applicable to the assessment of any claim for, material Taxes or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for material deficiencies against any such waiver or extension is currently pendingPurchased Entity. (he) No Company Group Member Purchased Entity is a party to any agreement providing for the allocation or sharing of material Taxes (or other than (i) any predecessor thereofsuch agreement solely among the Purchased Entities and (ii) has constituted either a “distributing corporation” or a “controlled corporation” any such agreement entered into in a distribution the ordinary course of stock qualifying for tax-free treatment under Section 355 business, in each case the primary purpose of the Code (or so much of Section 356 of the Code as relates which does not relate to Section 355 of the CodeTaxes). (f) All relevant Tax records (including invoices) to be maintained by a Purchased Entity being Tax resident in: (i) No Company Group Member has Germany have been maintained pursuant to Section 147 of the German Fiscal Code (Abgabenordnung), (ii) Switzerland have been maintained pursuant to article 126 of the Swiss Direct Federal Tax law (Bundesgesetz über die direkte Bundessteuer), to article 70 of the Swiss Value Added Tax law (Mehrwertsteuergesetz) as well as to article 958f of the Swiss Code of Obligation (Obligationenrecht) in general, and (iii) Austria have been maintained and will be maintained until Closing pursuant to Austrian Tax law, in particular but not limited according to Section 132 of the Austrian Fiscal Code (Bundesabgabenordnung) and all disclosure, notification and accounting obligations have been fulfilled and will be fulfilled by a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law)Purchased Entity being Tax resident in Austria until Closing. (jg) No Company Group Member None of the Purchased Entities will be 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: (i) any change inin accounting method initiated by it or any other relevant party on or prior to the Closing Date, (ii) any closing agreement pursuant to Section 7121 of the Code or any similar provision of state, local or non-U.S. Law entered into on or prior to the Closing Date, (iii) an installment sale or open transaction arising on or prior to the Closing Date, (iv) a prepaid amount received, or use of an improperpaid, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made or (v) deferred gains arising from a transaction on or prior to the Closing; Closing Date. (iih) “closing agreement” as described in Section 7121 The U.S. federal tax classification of each of the Code (Purchased Entities as a corporation, partnership, disregarded entity or any corresponding or similar provision other type of state, local or foreign Law) entered into prior to entity as of the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after date of this Agreement and as of the Closing Date as a result of an election under is set forth in the attached Schedule 2.18. (i) The representations set forth in Section 965(h) of the Code2.17 and this Section 2.18 shall constitute Seller’s only representations and warranties with respect to Taxes.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Neither the Company nor any Person on behalf of or with respect to the Company has executed or filed any agreements or waivers extending any statute of limitations on or extending the period for the assessment or collection of any Tax. No power of attorney on behalf of the Company with respect to any Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete matter is currently in all material respectsforce. (b) All material amounts of Taxes due and owing by each The Company Group Member is not a party to any Tax-sharing agreement or similar arrangement with any other party (whether or not reflected on written), and the Company has not assumed any Tax Return) have been duly and timely paid obligations of, or with respect to the appropriate Governmental Authorityany transaction relating to, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for other Person, or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued agreed to indemnify any material Tax liability or other Person with respect to any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the TransactionsTax. (c) Each No Tax Return concerning or relating to the Company Group Member or its operations has paid all material applicable salesever been audited by a government or taxing authority, use nor is any such audit in process or pending, and the Company has not been notified of any request for such an audit or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts examination. To the Knowledge of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employeethe Company, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority a taxing authority in a jurisdiction where a Company Group Member does Tax Returns concerning or relating to the Company, or its operations, has not file a Tax Return been filed, that such entity it is or may be subject to Tax or required to file a Tax Return in taxation by that jurisdiction. (d) The Company has never been included in any consolidated, combined, or unitary Tax Return. (e) The Company has not (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, or local law by reason of a change in accounting method initiated by the Company, and the Company has no Knowledge that the Internal Revenue Service (“IRS”) has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law with respect to the Company or (iii) requested any extension of time within which to file any Tax Return concerning or relating to the Company or its operations. (f) To the Knowledge of the Company, no property owned by the Company is (i) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) constitutes “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code or (iii) is “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable The Company is not subject to any claim forprivate letter ruling of the IRS, or the period for the collection or assessment or reassessment of, Taxes comparable rulings of the Company Group, and no written request for any such waiver or extension is currently pendingother taxing authorities. (h) No The Company Group Member does not own any interest in any entity that is treated as a partnership for U.S. federal income Tax purposes, or would be treated as a pass-through or disregarded entity for any Tax purpose. (or any predecessor thereofi) The Company has not constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been in the two years prior to the date of this Agreement or (ii) in a party to any distribution that could otherwise constitute part of a “listed transactionplan” or “series of transactions” (within the meaning of Treasury Regulations Section 1.6011-4(b)(2355(e) (or any similar or corresponding provision of state, local or foreign Law)the Code) in conjunction with this Agreement. (j) No The Company Group Member will be required to include any material item of has no elections in effect for U.S. federal income inTax purposes under Sections 108, 168, 441, 472, 1017, 1033 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) 4977 of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and each Company Subsidiary has timely filed all federal, state, local, and other material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with it in the appropriate Governmental Authority, manner prescribed by applicable Law and all such Tax Returns are true, correct complete and complete in correct; and (ii) all material respects. (b) All material amounts of Taxes due and owing payable by the Company and each Company Group Member Subsidiary have been paid in full and the Company and each Company Subsidiary has made adequate provision (whether or adequate provision has been made on its behalf) for all accrued Taxes not yet due. The accruals and reserves for Taxes reflected in the Company’s Form 10-K for the fiscal year ended December 31, 2021 are adequate to cover all Taxes accruing through such date. There are no Liens on any Tax Return) have been duly and timely paid to of the appropriate Governmental Authorityassets, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for rights or reserved on the Company Most Recent Balance Sheet, and since the date properties of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim Subsidiary with respect to Taxes, other than disputes (i) Liens for Taxes not yet due and payable or claims for Taxes that the Company or a Company Subsidiary is contesting in good faith through appropriate proceedings and for which adequate reserves have been resolvedmade in the Company’s financial statements or (ii) any Lien that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no claim, audit, action, suit, proceeding or investigation currently pending or, to the knowledge of the Company, threatened against or with respect to the Company or any Company Subsidiary in respect of Taxes. (c) Neither the Company nor any Company Subsidiary has been a party to a “reportable transaction” within the meaning of Treas. Reg. Sec. 1.6011-4(b). (d) Neither the Company nor any Company Subsidiary is a party to any Tax sharing agreement, Tax indemnity obligation or similar agreement, arrangement or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority, but excluding commercial Contracts entered into in the ordinary course of business, such claims as leases and loan agreements, that are not primarily related to Taxes). (e) The federal income Tax Returns of the Company and the Company Subsidiaries have been threatened in writing. All deficiencies for Taxes asserted examined by and settled with the United States Internal Revenue Service or assessed in writing against the Company Group have expired or otherwise have been fully and timely (taking into account applicable extensions) paidclosed by virtue of the expiration of the relevant statute of limitations for all taxable periods ending on or before December 31, settled or withdrawn2017. (f) No Neither the Company nor any Company Subsidiary has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company). (g) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, no written claim has been made by any Governmental Authority an authority in a jurisdiction where a the Company Group Member or any Company Subsidiary does not file a Tax Return Returns that such entity any of them is or may be subject to taxation by that jurisdiction or that any of them must file Tax or required to file a Tax Return Returns in that jurisdiction. (gh) There are no outstanding agreements extending The Company and each Company Subsidiary have withheld and timely paid or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of accrued in the Company GroupFinancial Statements all material Taxes required to have been withheld and paid and have complied in all material respects with all information reporting and backup withholding requirements, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution including maintenance of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)required records with respect thereto. (i) No None of the Company Group Member or any Company Subsidiary has waived (or to the knowledge of the Company is subject to a waiver of) any statute of limitations in respect of Taxes or bas agreed to (or is subject to) any extension of time with respect to a Tax assessment or deficiency, which waiver or extension remains in effect. (j) The Company is not and has not been within the applicable period of Section 897(c)(1) of the Code a party to any “listed transaction” United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (k) None of the Company or any Company Subsidiary has any liability for the Taxes of any other Person, other than under Section 1.1502-6 of the Treasury Regulations Section 1.6011-4(b)(2) regulations (or any similar provision of state, local, or corresponding foreign law) with respect to any affiliated, consolidated, combined, unitary or similar group of which the Company is the parent, (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)law) or (iv) otherwise. (jl) No Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Group Member Material Adverse Effect, none of the Company or any Company Subsidiary will be 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 Offer Closing Date as a result of any: (i) change in, intercompany transactions or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as excess loss accounts described in Treasury regulations under Section 7121 1502 of the Code (or any corresponding or similar provision of state, local local, or foreign Law) entered into prior to the Closing; Tax law), (iiiii) installment sale or open transaction disposition made on or prior to the Closing, or Offer Closing (iviii) prepaid amount or deferred revenue received on or prior to the Offer Closing. No Company Group Member will be required to make any payment after the Closing Date as a result , (iv) cancellation of indebtedness income or (v) change in accounting method or use of an election under improper accounting method on or prior to the Offer Closing. (m) To the knowledge of the Company, Section 965(h2.12(m) of the Company Disclosure Schedule sets forth with respect to each of the Company and each Company Subsidiary the amount of any NOLs for Tax purposes. To the knowledge of the Company, no such NOLs are subject to limitation under Sections 269, 382, 383, or 384 of the Code, or the federal consolidated return regulations. (n) The Company and each Company Subsidiary have conducted all activities and operations on arm’s-length terms and pricing and are in material compliance with Section 482 of the Code and the regulations thereunder. (o) As used in this Agreement, “Taxes” means all taxes, levies or other like assessments, charges or fees (including estimated taxes, charges and fees), including income, franchise, profits, corporations, advance corporation, gross receipts, transfer, excise, property, sales, use value-added, ad valorem, license, capital, wage, employment, payroll, withholding, social security, severance, occupation, import, custom, duty, stamp, alternative, add-on minimum, environmental, escheat or unclaimed property or other governmental taxes or charges, imposed by any federal, state, county, local or foreign government or subdivision or agency thereof, including any interest, penalties or additions to tax applicable or related thereto. As used in this Agreement, “Tax Return” means any report, return, statement, declaration or other written information filed or supplied or required to be filed or supplied to a taxing or other governmental authority in connection with Taxes.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns filed or required by Law to be filed by each any member of the Company Group Member have been duly and timely filed with the appropriate Governmental Authority, (taking into account extensions) and all each such Tax Returns are Return was true, correct and complete in all material respects. (b) All income and other material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) required to have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has by any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date member of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionshave been paid. (c) Each There is no pending Action or, to the Knowledge of Trimble, investigation by any Tax Authority of any member of the Company Group Member has paid all with respect to a material applicable sales, use or other similar amount of Taxes. (d) Each member of the Company Group Member has (i) withheld and deducted materially complied with all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts applicable Laws relating to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementswithholding of Taxes. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject member of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority participated in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(24. (f) No Tax Authority in a jurisdiction in which a member of the Company Group does not file Tax Returns has indicated in writing that such member of the Company Group is or may be subject to taxation by that jurisdiction. (g) There are no Liens with respect to Taxes upon any of the assets of the Company Group other than Permitted Liens. (h) No member of the Company Group has made, changed or revoked any material Tax election; elected or changed any method of accounting for Tax purposes or Tax accounting period; amended any material Tax Return; filed any material Tax Return in a manner inconsistent with past practice; surrendered any right to, or filed any claim for, a material Tax refund; settled any Action in respect of material Taxes; entered into any Contract in respect of material Taxes with any Governmental Entity or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any member of the Company Group. (i) No material closing agreements, private letter rulings, Tax holidays, technical advice memoranda or similar agreements or rulings related to Taxes have been entered into, issued or requested from any Governmental Entity with or in respect of the Company Group or the Business. (j) Neither the Company nor any member of the Company Group has any liability for the Taxes of any person (other than Trimble or a member of the Trimble Group) under Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of state, local or foreign Lawlaw), as a transferee or successor. (jk) No Neither the Company nor any member of the Company Group Member will be 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 anyof: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereofadjustment under either Section 481(a) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) by reason of a change in method of accounting on or prior to the Closing Date for a taxable period ending on or prior to the Closing Date; (ii) a “closing agreement” described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or before the Closing Date; (iii) an intercompany transaction described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign Tax Law) entered into on or prior to the ClosingClosing Date; (iiiiv) an installment sale or open transaction disposition made on or prior to the Closing, Closing Date; or (ivv) a prepaid amount received on or deferred revenue received prior to the Closing. Closing Date. (l) No member of the Company Group Member will be required is a party to, is otherwise bound by or has any obligation under, any tax sharing agreement, other than one entered into in the ordinary course of business and not primarily relating to make any payment after Taxes. (m) Within the Closing Date as past two (2) years, no member of the Company Group has been a result of an election “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 965(h355(a) of the Code. (n) No member of the Company Group that is, or has been, treated as a partnership for U.S. federal income tax purposes, has made any election to apply the provisions of Section 1101 of the Bipartisan Budget Act of 2015 for any taxable period prior to January 1, 2018, and has not elected to be subject at the partnership level to an income Tax imposed by a state, a political subdivision thereof, or the District of Columbia. (o) Each Company Group member is in compliance in all material respects with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology and conducting intercompany transactions at arm’s length. (p) No member of the Company Group has deferred any payroll or employment Taxes or claimed any other benefit or relief pursuant to the CARES Act. (q) No member of the Company Group has waived any U.S. federal, state, local or non-U.S. statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency, which statute of limitations has not since expired (including with respect to the Business Assets). (r) Prior to the Closing Date, Schedule 3.16(r) will set forth the U.S. federal income tax status of each entity that is a member of the Company Group immediately prior to the Closing Date. (s) No member of the Company Group which is a foreign corporation shall have recognized a material amount of “subpart F income” as defined in Code Section 952 or “global intangible low-taxed income” as defined in Section 951A during a taxable year of such entity which includes but does not end on the Closing Date. (t) For purposes of Section 197(f)(9) of the Code and the Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.197-2(h)), neither Trimble nor any of its Affiliates will retain the right to use, following the Closing, any “anti-churning” intangible asset (as defined in Section 197(f)(9) of the Code) transferred to the Company or its Subsidiaries as part of the transactions contemplated by this Agreement. (u) The representations and warranties set forth in this Section 3.16 and so much of Section 3.5, Section 3.6, Section 3.12 and Section 3.13 as related to Taxes are the only representations and warranties made by Trimble with respect to Tax matters made in this Agreement.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be filed by each Company or with respect to the Group Member Companies have been duly and timely filed with the appropriate Governmental Authority(taking into account any applicable extensions), and all such Tax Returns (taking into account all amendments thereto) are true, correct complete and complete accurate in all material respects. (b) All respects and all material amounts of Taxes due and owing by each Company Group Member payable (whether or not reflected shown on any Tax Return) have been duly paid, other than Taxes being contested in good faith and timely for which adequate reserves have been established in accordance with IFRS. (b) The Group Companies have withheld from amounts owing to any employee, creditor or other Person all material Taxes required by Law to be withheld, paid over to the appropriate proper Governmental AuthorityAuthority in a timely manner all such withheld amounts (taking into account any applicable extensions), and otherwise complied in all respects with all applicable withholding and related reporting requirements. (c) There are no Liens for any material amount of Taxes (other than Permitted Liens) upon the property or assets of the Group Companies. (d) No claim, assessment, collection, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Authority against the Group Companies that remains unpaid except for deficiencies being contested in good faith and for which adequate reserves have been established in accordance with IFRS or Mexican NIF. (e) There are no material Tax audits or other examinations of the Company or any of its Subsidiaries presently in progress, nor has any Group Member Company been notified in writing of (nor to the knowledge of the Company has there been) any request or threat for such an audit or other examination, and there are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any material amount of Taxes of the Group Companies. (f) There are no pending, current or, to knowledge of the Company, threatened legal Actions relating to the assessment or collection of Taxes with respect to any Group Company. None of the Group Companies have entered into any agreements, including a conclusive agreement (acuerdo conclusivo), with any tax Governmental Authority resolving, concluding or compromising any Action for the assessment or collection of Taxes with respect to the Group Companies. (g) None of the Group Companies has made a request for an advance tax ruling, a technical advice memorandum, a change of any method of accounting, or any similar request that is in progress or pending with any Governmental Authority with respect to any Taxes or requested, received, or entered into a closing agreement, conclusive agreement (acuerdo conclusivo) or any similar agreement with any Governmental Authority with respect to any Taxes that would be binding on any of the Group Companies after the Closing Date. (h) None of the Group Companies is a party to or has any liability for a material amount of unpaid Taxes which has not been accrued for under any Tax indemnification or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability sharing agreement or any taxable income other agreement providing for payments in respect of Taxes or gain outside Tax benefits (other than any such agreement solely between the Group Companies or Contracts entered into in the ordinary course of business other than any liabilities incurred in connection with the Transactionsnot primarily related to Taxes). (ci) Each Company None of the Group Member Companies (i) is liable for Taxes of any other Person (other than a Group Company) under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than Contracts entered into in the ordinary course of business not primarily related to Taxes) or (ii) has paid all material applicable salesever been a member of an affiliated, use consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other similar Taxesthan a group the common parent of which was or is any Group Company. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (fj) No written claim has been made by any Governmental Authority in a jurisdiction where a Group Company Group Member does not file a Tax Return Returns that such entity it is or may be subject to Tax or required to file a Tax Return taxation in that jurisdiction. (gk) There are no outstanding agreements extending or waiving None of the statutory period of limitations applicable to any claim forGroup Companies has, or has ever had, a permanent establishment in any country other than the period for country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the collection or assessment or reassessment of, Taxes country of the Company Group, and no written request for any such waiver or extension is currently pendingits organization. (hl) No Company None of the Group Member (or any predecessor thereof) Companies has constituted either a “distributing corporation” or a “controlled corporation” participated in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(26707A(c)(2) of the Code. (m) Each Group Company is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions where it is required by Law to be so registered, and has complied in all material respects with all Laws relating to such Taxes. (n) None of the Group Companies will be required to include any amount in taxable income, exclude any item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: any (i) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) or open transaction disposition made on or prior to the Closing Date, (ii) prepaid amount received or deferred revenue recognized on or prior to the Closing Date, (iii) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; Date, or (iiiv) “closing agreement” as described in Section 7121 of the Code (or any corresponding similar provision of state, local or foreign Law). (o) The Company has not been, is not, and immediately prior to the Effective Time will not be, treated as an “investment company” within the meaning of Section 351(e)(1) of the Code. (p) Neither Seller nor any other equityholder of the Company is party to or bound by any Contract to sell or exchange any of the PubCo Ordinary Shares to be received in connection with the transactions contemplated by this Agreement. (q) None of the Group Companies has deferred the payment of any “applicable employment taxes” under Section 2302 of the Coronavirus Aid, Relief, and Economic Security Act (or any similar provision of state, local or foreign Law) or claimed or received any Tax refund or credit thereunder or pursuant to any other Tax legislation related to the COVID-19 pandemic that remains unpaid. (r) The Company has not taken any action, nor to the knowledge of any Group Company are there any facts or circumstances, that could reasonably be expected to prevent, impair or impede the Intended Tax Treatment. (s) None of the Group Companies has (i) entered into prior any agreement that could be deemed to constitute an “asociación en participación” in terms of article 17-B of the Mexican Federal Tax Code; or (ii) acquired an ongoing business for purposes of article 26(IV) of the Mexican Federal Tax Code. (t) None of the Group Companies has received a CFDI issued by a third party that has been assessed by any taxing Governmental Authority to fall under the scope of Article 69-B of the Mexican Federal Tax Code; provided that any Group Company has received such CFDI, either it did not give Tax effects to the Closing; (iii) installment sale associated CFDI or open transaction disposition made prior if tax effects were given, it evidenced to the ClosingGovernmental Authority that the services or goods were effectively provided. The CFDIs issued in favor of any Group Company support real, bona fide and existing transactions. (u) None of the Group Companies has entered into any transaction that qualifies as an undue acquisition or transfer of Tax losses, as provided by article 69-B Bis of the Mexican Federal Tax Code. (v) None of the Group Companies has outsourced or subcontracted personnel as defined under article 15-D of the Mexican Federal Tax Code. (w) None of the Group Companies has been involved in, part of, a promoter of, a reportable transaction “esquema reportable” within the meaning of Section Six of the Mexican Federal Tax Code (Código Fiscal de la Federación) and which relates to or involves the Seller or any Group Company or which has resulted in a tax benefit without regard to its reportability. (x) None of the Group Companies has entered nor participated in any transaction or event that may or could be recategorized or reclassified by any Governmental Authority according to their real economic benefit under Article 5-A of the Mexican Federal Tax Code (Código Fiscal de la Federación). (y) All related-party transactions involving the Group Company have been conducted at arm’s length in compliance with applicable transfer pricing Laws and principles. The Group Companies have maintained documentation in connection with such related-party transactions (including any applicable transfer pricing studies) as may reasonably be expected to be required or requested by any relevant tax Governmental Authority and filed with the relevant tax Governmental Authority any documentation required by applicable Law. (z) Each Group Company has complied with all applicable provisions under any Free Trade Agreement (“FTA”) used in their import and export operations, whether to apply preferential tariffs or to certify the origin of the exported products for FTA purposes. Notwithstanding anything to the contrary herein, (i) the representations contained in this Section 4.15 are the sole representations regarding Taxes provided by the Group Companies, and (ii) none of the Group Companies makes any representation or warranty with respect to (A) the existence, availability, amount, usability or limitations (or lack thereof) of any net operating loss, net operating loss carryforward, capital loss, or capital loss carryforward (whether federal, state, local or foreign) of the Group Companies, or (ivB) prepaid amount the ability of any Group Company to take any position or deferred revenue received prior adopt any practice with respect to the Closing. No Company Group Member will be required to make any payment Taxes in a taxable period (or portion thereof) beginning after the Closing Date as a result of an election under Section 965(h) of the CodeDate.

Taxes. Except as set forth 11.1 The Company, each Business Seller and (in Schedule 4.15: (aeither case) All income each Tax Group to which it belongs has, and other material every member of the Seller’s Group with an interest in the Business has in respect of the Business, duly, and within any appropriate time limits, filed all Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with has maintained all records required to be maintained for tax purposes in relation to the appropriate Governmental Authority, assets comprised in the Business; all such information was and remains complete and accurate in all material respects and all such Tax Returns are true, correct were complete and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied accurate in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementswere made on the proper basis. 11.2 There are no Tax liens on the Share, any Asset or any Owned Product Intellectual Property Rights comprised in the Business (eother than Permitted Encumbrances). 11.3 No member of the Seller’s Group with an interest in the Business (including the Company) No Company Group Member has received notice from a Tax Authority of, and so far as the Seller is engaged in any auditaware, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member there is the subject of not any dispute or claim disagreement outstanding at the date of this Agreement with respect to Taxes, other than disputes any Tax Authority regarding the proper method of computing the profits of the Business (or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted any part of it) or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Groupfor Tax purposes or the proper treatment for VAT purposes of any supplies of goods or services made (or treated as made) in the course of the Business or by the Company and, and so far as the Seller is aware, there are no written request for circumstances which make it likely that any such waiver dispute or extension is currently pendingdisagreement will commence. 11.4 So far as the Seller is aware, no Tax Authority has within the past three years operated or agreed to operate any special arrangement (h) No Company Group Member (being an arrangement which is not based on relevant legislation or any predecessor thereofpublished practice) has constituted either a “distributing corporation” in relation to any Assets or a “controlled corporation” Owned Product Intellectual Property Rights comprised in a distribution the Business or in relation to the Company or the Share. 11.5 In respect of stock qualifying for tax-free treatment under Section 355 all documents which establish or are necessary to establish the title of the Code (or so much of Section 356 relevant member of the Code as relates Seller’s Group to Section 355 the Share and to each material asset comprised in the Business, or by virtue of which the relevant member of the Code). (i) No Company Seller’s Group Member has been a party to any “listed transaction” within the meaning right in respect of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of stateeach such asset, local or foreign Law). (j) No Company Group Member will be required to include any material item of income inall applicable stamp duties, or exclude any material item of deduction fromtransfer taxes, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding registration charges or similar provision of state, local duties or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Codecharges have been duly paid.

Taxes. Except as set forth in Schedule 4.15: (a) All income The Company and, as applicable, each of its Subsidiaries (i) have duly and other timely filed (or there have been filed on their behalf) all material Tax Returns required by Law to be filed (after taking into account all available extensions), (ii) have timely paid or adequately provided for in accordance with GAAP all Taxes due in respect of the periods covered by each Company Group Member have been duly and timely filed with the appropriate Governmental Authoritysuch Tax Returns, and all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Returniii) have been duly and timely paid to the appropriate Governmental Authoritywithheld and, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheetif due, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it and, if due, paid in connection with amounts paid or owed owing to any employee, independent contractor, creditor, memberstockholder, or any other third party, except, in each case, where the failure so to file, pay or provide, or withhold and pay would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except as set forth in Section 4.30 of the Company Disclosure Schedule, as of the date of this Agreement (i) no material claim for assessment or collection of Taxes is presently being asserted against the Company or its Subsidiaries, (ii) duly and timely remitted such amounts neither the Company nor any of its Subsidiaries is a party to the appropriate Governmental Authorityany pending action, proceeding, or investigation by any governmental taxing authority relating to a material Tax, and (iii) complied the Company does not have Knowledge of any such threatened action, proceeding or investigation. (c) Except as set forth in all material respects with applicable Laws Section 4.30 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar allocation agreement or similar contract or arrangement. (d) Except as set forth in Section 4.30 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any income Tax Return which return has not since been filed, nor has the Company or any of its Subsidiaries waived the running of any statute of limitations with respect to Tax withholding, including all reporting and record keeping requirementsany income Taxes. (e) No Except as set forth in Section 4.30(e) of the Company Group Member Disclosure Schedule, the Company has delivered to Parent true and correct copies of all filed income Tax Returns (including information returns and Forms 1120) of the Company and its Subsidiaries which refer to any period of time from January 1, 1995 through the date of this Agreement or to any event which occurred during that period of time. Neither the Company nor any of its Subsidiaries has filed an election under Section 341(f) of the Code that is engaged applicable to the Company, any of its Subsidiaries or any asset held by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has agreed, or is required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise. Neither the Company nor any audit, administrative proceeding of its Subsidiaries is subject to or judicial proceeding with respect to Taxes. No Company Group Member is the subject a member of any dispute joint venture, partnership or claim with respect to Taxes, other than disputes arrangement or claims that have contract which is treated as a partnership for federal income tax purposes. The Company has not been resolved, and no such claims have been threatened a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in writing. All deficiencies for Taxes asserted or assessed in writing against Section 897(c)(1)(A)(ii) of the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnCode. (f) Section 4.30 of the Company Disclosure Schedule lists each state in which the Company and its Subsidiaries are required to file Tax Returns. No written claim has been made after January 1, 1995 by any Governmental Authority authority in a jurisdiction where a the Company Group Member or any of its Subsidiaries does not file a Tax Return Returns that such entity it is or may be subject to Tax or required to file a Tax Return in taxation by that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) (i) All income and other material Tax Returns required by Law to be filed by each Company or on behalf of the Group Member have been duly filed on a timely basis and timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct complete and complete correct; (ii) all Taxes shown to be payable on the Tax Returns or on subsequent assessments with respect thereto have been paid in all material respects. (b) All material amounts of full on a timely basis, and no other Taxes due and owing are payable by each Company the Group Member with respect to items or periods covered by such Tax Returns (whether or not reflected shown on any or reportable on such Tax ReturnReturns) have been duly and timely paid or are otherwise due prior to the appropriate Governmental Authority, no Company Closing Date; (iii) the Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, withheld and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid over all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it and paid over, and in all material respects has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owed owing to any employee, creditor, independent contractor, creditoror other third party; and (iv) the Group is not currently the beneficiary of any extension of time within which to file any Tax Return. (b) The amount of the Group's liability for unpaid Taxes for all periods ending on or before September 30, member2002 does not, in the aggregate, exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes), reflected on the 2002 Balance Sheet. To the knowledge of the Company, there are no contracts, agreements, arrangements, commitments or undertakings relating to any prior audit of the Group, and there are no contracts, agreements, arrangements, commitments or undertakings with the IRS or any other third partyGovernmental Authority that have or are reasonably likely to have a material and adverse impact on the Group's Taxes that are not reflected in the 2002 Balance Sheet. (c) No member of the Group has ever been a member of a group filing consolidated, (ii) duly and timely remitted such amounts to unitary or combined Tax Returns, except where the appropriate Company was the parent. The Group does not do business in or derive income from any state, local, territorial or foreign taxing jurisdiction other than those set forth in Section 3.14 of the Company Disclosure Schedule. The Tax Returns of the Group have never been audited by a Governmental Authority, and nor is any such audit in process, pending or, to the knowledge of the Company, threatened (iiieither in writing or verbally, formally or informally), no deficiencies exist or have been asserted (either in writing or verbally, formally or informally) complied in all material respects with applicable Laws with respect to Taxes of the Group and the Group is neither a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or, to the knowledge of the Company, threatened (either in writing or verbally, formally or informally) against the Group or any of its assets or properties. No waiver or extension of any statute of limitations is in effect with respect to material Taxes or Tax withholding, including all reporting and record keeping requirementsReturns of the Group. (ed) No Company member of the Group Member has made any payments, is engaged in obligated to make any auditpayments, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable party to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for agreement that could obligate it to make any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment payments that would be treated as an "excess parachute payment" under Section 355 280G of the Code (or so much of Section 356 of the Code as relates without regard to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h280G(b)(4) of the Code) in connection with the Merger and transactions contemplated hereunder.

Taxes. Except as set forth in Schedule 4.15: The Company and each subsidiary of the Company has filed or caused to be filed timely (ataking into account all available extensions) All income all material federal, state, local and other material foreign Tax Returns required by Law to be filed by each Company Group Member have been duly of it and timely filed with the appropriate Governmental Authorityany member of its consolidated, and all combined, unitary or similar group (each such member, a “Tax Affiliate”). Such Tax Returns are true, correct accurate and complete in all material respects. (b) All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date . Section 3.11 of the Company Most Recent Balance SheetDisclosure Schedule contains an accurate and complete list of all Tax Returns actually filed by the Company or any subsidiary as of the date hereof with respect to the calendar years 2004, 2005, 2006 and 2007 of the Company and each subsidiary of the Company. Accurate and complete copies of all such federal, state, local and foreign income, sales and use Tax Returns filed by the Company and each of its subsidiaries have been delivered or made available to Parent. The Company and each of its subsidiaries has paid or caused to be paid or has made adequate provision or set up an adequate accrual or reserve for the payment of, all Taxes shown to be due in respect of the periods for which Tax Returns are due, and has established (or will establish at least quarterly) an adequate accrual or reserve for the payment of all Taxes payable in respect of the period subsequent to the last of said periods required to be so accrued or reserved. The financial statements filed with the SEC Reports fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with generally accepted accounting principles. Neither the Company nor any of its Tax Affiliates nor any of its subsidiaries has any material liability for Taxes in excess of the amount so paid or accruals or reserves so established. Neither the Company nor any of its Tax Affiliates nor any of its subsidiaries is delinquent in the payment of any Tax in excess of the amount reserved or provided therefor, and, subject to completion of pending or scheduled audits, no Company Group Member has incurred deficiencies for any Tax, assessment or accrued any material governmental charge in excess of the amount reserved or provided therefor have, to the knowledge of the Company, been threatened, claimed, proposed or assessed. With respect to each of the Company, its Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable salesAffiliates and its subsidiaries, use or other similar Taxes. (d) Each Company Group Member has (i) withheld no waiver or extension of time to assess any Taxes has been given or requested and deducted all material amounts of Taxes required to have been withheld or deducted by it remains in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third partyeffect on the date hereof, (ii) duly and timely remitted such amounts no audit by any taxing authority has ever been conducted, is currently pending or, to the appropriate Governmental Authorityknowledge of the Company, threatened, (iii) no notice of any proposed Tax audit, or of any Tax deficiency or adjustment, has been received, and (iiiiv) complied in all material respects with applicable Laws with respect to the knowledge of the Company there is no reasonable basis for any Tax withholding, including all reporting and record keeping requirementsdeficiency or adjustment to be assessed. (ea) No The Company Group Member is engaged and each of its subsidiaries has disclosed to the Internal Revenue Service on the appropriate Tax Returns any Reportable Transaction in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, which it has participated and has retained all documents and other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable records pertaining to any claim forReportable Transaction in which it has participated, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, including documents and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” other records listed in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(24(g) (and any other documents or other records which are related to any similar or corresponding provision of state, local or foreign LawReportable Transaction in which it has participated but which are not listed in Treasury Regulation Section 1.6011-4(g). A “Reportable Transaction” means any transaction listed in Treasury Regulation Section 1.6011-4(b). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns required by Law to be have been filed by by, or with respect to, each Company member of the Seller Group Member have been duly and timely filed with (or, if due between the appropriate Governmental Authoritydate hereof and the Closing Date, will be duly and timely filed), and all each such Tax Returns are true, correct Return correctly and complete in completely reflects Liability for Taxes and all material respects. (b) other information required to be reported thereon. All material amounts of Taxes due and owing owed by each Company member of the Seller Group Member (whether or not reflected shown on any Tax Return) have been timely paid (or, if due between the date hereof and the Closing Date, will be duly and timely paid paid). Each member of the Seller Group has adequately provided for, in its books of account and related records, Liability for all unpaid Taxes, being current Taxes not yet due and payable. Section 2.17 of the Disclosure Schedules lists all jurisdictions in which a member of the Seller Group files a Tax Return, or is otherwise subject to Tax, with respect to its ownership, operation or use of the appropriate Governmental AuthorityPurchased Assets. (b) There is no action or audit now proposed, no Company threatened or pending against, or with respect to, any member of the Seller Group Member in respect of any Taxes. No member of the Seller Group is the beneficiary of any extension of time within which to file any Tax Return, nor has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date member of the Company Most Recent Balance Sheet, Seller Group made (or had made on its behalf) any requests for such extensions. No claim has ever been made by an authority in a jurisdiction where any member of the Seller Group does not file Tax Returns that any such member of the Seller Group is or may be subject to taxation by that jurisdiction or must file Tax Returns. There are no Company Liens on any of the stock or assets of any member of the Seller Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsrespect to Taxes. (c) Each Company member of the Seller Group Member has withheld and timely paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld and paid and has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto. (d) There is no dispute or deducted by it in connection with amounts paid or owed to claim concerning any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws Liability for Taxes with respect to any member of the Seller Group for which notice has been provided, or which is asserted or threatened, or which is otherwise known to any member of the Seller Group. No issues have been raised in any Tax withholdingexamination with respect to any member of the Seller Group which, including by application of similar principles, could be expected to result in Liability for Taxes for such member of the Seller Group or period not so examined. The Sellers have delivered to the Buyer correct and complete copies of all reporting federal income Tax Returns, examination reports, and record keeping requirementsstatements of deficiencies assessed against or agreed to by any member of the Seller Group since January 1, 2012. No member of the Seller Group has waived (or is subject to a waiver of) any statute of limitations in respect of Taxes or has agreed to (or is subject to) any extension of time with respect to a Tax assessment or deficiency. (e) No Company At all times since formation, each Seller and each other members of the Seller Group Member is engaged in any audithas been an “S” corporation for U.S. federal, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, state and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnlocal income Tax purposes. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim forThe execution, or the period for the collection or assessment or reassessment delivery of, Taxes and performance by the Sellers of their obligations under, this Agreement (either alone or upon the Company Group, and no written request for occurrence of any such waiver additional or extension is currently pending. (hsubsequent event) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” will not result in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transactionexcess parachute payments” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h280G(b)(1) of the Code.

Taxes. (a) Except as set forth in Schedule 4.15: (aSection 4.12(a) All income of the Company Disclosure Letter, all federal, state, local and other material foreign Tax Returns required by Law to be filed by or on behalf of the Company, each of its Subsidiaries, and each affiliated, combined, consolidated or unitary group of which the Company Group Member or any of its Subsidiaries is a member (a "Company Affiliated Group") have been duly and timely filed with the appropriate Governmental Authorityor requests for extensions have been timely filed and any such extension shall have been granted and shall not have expired, and all such filed Tax Returns are true, correct complete and complete accurate in all material respects. (b) . All material amounts of Taxes due and owing by each Company Group Member (whether or not reflected on the Company, any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date Subsidiary of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Affiliated Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld paid, or deducted by it adequately reserved for, except to the extent any failure to pay or reserve would not reasonably be likely to have, individually or in connection the aggregate, a Material Adverse Effect on the Company. Except as set forth in Section 4.12(a) of the Company Disclosure Letter, there is no audit, examination, deficiency, refund litigation or proposed adjustment in writing with amounts paid or owed respect to any employeeTaxes due and owing by the Company, independent contractor, creditor, member, any Subsidiary of the Company or any other third partyCompany Affiliated Group, (ii) duly which, if determined adversely, would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. All assessments for Taxes due and timely remitted such amounts owing by the Company, any Subsidiary of the Company or any Company Affiliated Group with respect to the appropriate Governmental Authority, completed and (iii) settled examinations or concluded litigation have been paid. The Company and each of its Subsidiaries have complied in all material respects with applicable Laws with respect all rules and regulations relating to Tax withholding, including all reporting and record keeping requirementsthe withholding of Taxes. (eb) No Company Group Member is engaged Except as set forth in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject Section 4.12(b) of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group Disclosure Letter or as would not, individually or in the aggregate, reasonably be likely to have been fully and timely a Material Adverse Effect on the Company, neither the Company nor any Subsidiary of the Company has (taking i) entered into account applicable extensions) paid, settled a closing agreement or withdrawn. (f) No written claim has been made by any Governmental Authority in other similar agreement with a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject taxing authority relating to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 Subsidiary of the Code (or so much of Section 356 of the Code as relates Company with respect to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (for which the statute of limitations is still open or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described granted any consent to extend any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, in Section 7121 either case, that is still outstanding. There are no Liens relating to Taxes upon the assets of the Code (Company or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) Subsidiary of the CodeCompany other than Liens relating to current Taxes not yet due and payable.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other Each Mediasite Company has filed (or has had filed on its behalf) in a timely manner (taking into account all available extensions) with the appropriate taxing authorities all material Tax Returns required by Law to be filed by with respect to the Mediasite Business and each Mediasite Company Group Member have has paid (or there has been duly and paid on its behalf) in a timely filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in manner all material respectsTaxes due and payable, except to the extent such Taxes are being contested in good faith or are properly reserved for on the books or records of the applicable Mediasite Company. (b) All material amounts No Governmental Body is asserting by written notice to any of Taxes due and owing by each Company Group Member (whether the Mediasite Companies, or not reflected on has threatened in writing to assert against any Tax Return) have been duly and timely paid to of the appropriate Governmental Authority, no Company Group Member has Mediasite Companies any liability deficiency or claim for a any material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsadditional Taxes. (c) Each Company Group Member has paid all material applicable sales, use No audits by any taxing authority or other similar Taxesadministrative proceedings or court proceedings are pending with regard to any Taxes or Tax Returns of any Mediasite Company, and no Mediasite Company has received a written notice prior to the date of this Agreement of any actual or threatened audits or other administrative proceedings or court proceedings with regard to any Taxes or Tax Returns. (d) Each No Mediasite Company Group Member has (i) withheld and deducted all waived any material amounts statute of limitations in respect of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed agreed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws extension of time with respect to a Tax withholding, including all reporting and record keeping requirementsassessment or deficiency which extension is currently effective. (e) No Mediasite Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is liable for the subject Taxes of any dispute or claim with respect to Taxes, other Person (other than disputes members of any combined, consolidated or claims that unitary group of which SF is parent) nor does any Mediasite Company have been resolved, and no such claims have been threatened in writing. All deficiencies any material liability for Taxes asserted of any other Person (other than a Seller or assessed any of its Subsidiaries) under Treasury Regulations section 1.1502 6, as a transferee, successor, or by contract (other than any Contract entered into in writing against the Company Group have been fully and timely (taking into account applicable extensions) paidordinary course of business, settled or withdrawnthe principal purpose of which is unrelated to Tax). (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving Encumbrances, other than Permitted Encumbrances, for Taxes upon the statutory period of limitations applicable to any claim for, Purchased Assets or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pendingTransferred Equity Interests. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other The Transferred Companies have timely filed or have had filed on their behalf, taking into account any applicable extensions, all material Tax Returns which are required by Law to be filed by each Company Group Member have been duly and timely filed or with the appropriate Governmental Authorityrespect to them, and all such Tax Returns are true, correct and complete in all material respects. (b) All material amounts of Taxes due and owing required to be paid by each Company Group Member the Transferred Companies (whether or not reflected on any Tax Returnfor which the Transferred Companies may be liable) have been duly and timely paid paid, after giving effect to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsapplicable extensions. (c) Each Company Group Member has The Transferred Companies have withheld and timely paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it and paid, and all corresponding deposit obligations have been satisfied, in connection with amounts paid or owed owing to any employee, independent contractor, creditor, memberEquityholder, or any other third partyPerson. (d) There are no Proceedings or claims made in writing pending or, (ii) duly and timely remitted such amounts to the appropriate Governmental AuthorityKnowledge of Parent, and (iii) complied in all material respects with applicable Laws threatened with respect to Tax withholding, including all reporting and record keeping requirementsany of the Transferred Companies relating to material Taxes. (e) No Company Group Member is engaged There are no Contracts in any audit, administrative proceeding force or judicial proceeding effect providing for a waiver or an extension of time with respect to Taxes. No Company Group Member is the subject assessment or collection of any dispute material Tax of or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawna Transferred Company. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Transferred Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or nor any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of as defined in Treasury Regulations Regulation Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law)non-U.S. Legal Requirements. (g) There is no outstanding power of attorney authorizing anyone to act on behalf of any of the Transferred Companies in connection with any Tax, Tax Return or Proceeding relating to a Tax that will remain in effect following the Closing, other than any such power of attorney authorizing a person to act on behalf of a consolidated, combined or unitary group in which a Transferred Company is included. (h) None of the Transferred Companies has distributed the stock of another Person, or 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 within the two-year period ending on the date hereof or 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 transactions contemplated by this Agreement. (i) None of the Transferred Companies is a party to or bound by any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement or similar Contract with any Person that will remain in effect after the Closing Date, except for any such agreement pursuant to the terms of a commercial contract, including a lease or financing agreement, not principally relating to Taxes. (j) No material assessment, deficiency or adjustment for Taxes with respect to the Transferred Companies has been claimed, proposed or assessed in writing by any Governmental Authority that has not been resolved and paid in full. (k) No material claim has been made in writing in the past three (3) years by a Governmental Authority in a jurisdiction in which a Transferred Company Group Member does not file Tax Returns or pay Taxes that such Transferred Company is or may be required to file a Tax Return or pay Taxes in that jurisdiction. (l) No Transferred Company is currently the beneficiary of any material Tax holiday or material Tax abatement. (m) No Transferred Company will be 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: (i) adjustment under Section 481 of the Code resulting from a change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the ClosingDate; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawnon-U.S. Legal Requirements) entered into executed on or prior to the ClosingClosing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing, Closing Date; or (iv) prepaid amount election made pursuant to Section 108(i) of the Code (or deferred revenue received any corresponding or similar provision of state, local or non-U.S. Legal Requirements) on or prior to the Closing. No Closing Date. (n) There are no Encumbrances (other than Permitted Encumbrances) on any of the assets of the Transferred Companies or on the Shares that are attributable to any material Tax liability or payment obligation. (o) Schedule 2.7(o) of the Disclosure Letter sets forth the U.S. Federal Income Tax classification of each Transferred Company Group Member and Non-Controlled Company and the U.S. Federal entity classification elections that will be required to make any payment after filed on or before the Closing Date as with effect prior to the Closing Date. (p) No Transferred Company organized outside of the United States holds any asset that is a result “United States real property interest” within the meaning of an election under Section 965(h897(c) of the Code.

Taxes. Except as set forth in Schedule 4.15: (ai) All income and other material Tax Returns required by Law The amounts to be filed paid by each T-Mobile to Company Group Member have been duly and timely filed do not include any foreign, U.S. federal, state or local taxes or regulatory fees or other government-mandated charges, arising as a result of or in connection with the appropriate Governmental Authoritytransactions contemplated under the Agreement (all such amounts, together with any penalties, interest or any additions thereto, collectively “Taxes”). T-Mobile is not liable for any Taxes incurred in connection with or related to the license or sale of the Company Application by Company to T-Mobile under the Agreement, and all such Tax Returns Taxes will be the financial responsibility of Company. In addition to any amounts payable by Company under this Schedule, all Taxes that are trueimposed upon or with respect to the transactions or payments contemplated hereunder (with the exception of net income taxes of T-Mobile and taxes associated with T-Mobile subscriber charges, correct collectively “T-Mobile Taxes”), are the financial responsibility of and complete in all material respectswill be paid by Company. Company will indemnify, defend and hold T-Mobile harmless with respect to any Taxes and claims, causes of action, costs (including reasonable attorneys’ fees) and any other liabilities related to such Taxes for which Company is financially responsible under this Section whether or not collected by T-Mobile. (bii) All material amounts Except as otherwise provided in this Agreement, each party to this Agreement is solely responsible for and will perform the collection, remittance, reporting and administration (“Tax Administration”) of Taxes due any and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use use, value added, or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld taxes or deducted by it in connection regulatory fees that are imposed with amounts paid or owed respect to any employeeand all transactions, independent contractoragreements, creditorundertakings and operations that it enters into with its customers, membersubscribers, or suppliers and any other third partyparties, including without limitation, in the case of Company, those initiated or taking place through the Company Applications and in the case of T-Mobile, the charges to its subscribers for the Company Applications (iicollectively, “Third Party Transactions”). Each party will indemnify and hold the other party to this Agreement harmless from and against both (A) duly any liability or cost of any tax, penalties and timely remitted such amounts interest that arise with respect to the appropriate Governmental Authorityits third party Tax Administration, and (iiiB) complied in all material respects with applicable Laws any other tax liability imposed upon or with respect to Tax withholdingits Third Party Transactions, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in provided that any audit, administrative proceeding or judicial proceeding taxes arising with respect to Taxes. No transactions between T-Mobile and Company Group Member is the subject will be governed by Section (c)(i) of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, this Schedule and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely not this Section (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Codec)(ii). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15does not constitute a Parent Material Adverse Effect: (a) All income Parent and other material each of its Subsidiaries (i) has prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed or with the appropriate Governmental Authorityrespect to it, and all such filed Tax Returns are true, correct complete and complete in correct, (ii) has paid all material respects. (b) All material amounts of Taxes shown as due and owing by each Company Group Member (whether or not reflected on any such Tax Return) have been duly Return and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid all Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability that Parent or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material its Subsidiaries is obligated to withhold from amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed owing to any employee, former employee, independent contractor, creditor, member, stockholder or any other third party, (ii) duly except with respect to matters contested in good faith by appropriate Proceedings and timely remitted such amounts to the appropriate Governmental Authority, for which adequate reserves have been established in accordance with GAAP and (iii) complied in all material respects with applicable Laws has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency of Taxes. There are no Tax withholding, including all reporting and record keeping requirementsLiens upon any property or assets of Parent or any of its Subsidiaries other than Permitted Liens. (eb) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted have been proposed or assessed in writing against the Company Group have been fully Parent or any of its Subsidiaries, and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There there are no outstanding agreements extending pending audits or waiving the statutory period examinations in respect of limitations applicable to any claim for, Taxes or the period for the collection Tax Returns of Parent or assessment or reassessment of, Taxes any of the Company Groupits Subsidiaries, and no written request for notice of any such waiver audit or extension is currently pendingexamination has been received by Parent or any of its Subsidiaries. (hc) No Company Group Member Parent and each of its Subsidiaries (i) have not been a member of an affiliated group filing an affiliated, combined, unitary, consolidated or similar income Tax Return (other than a group the common parent of which is Parent), (ii) are not a party to any Tax allocation, Tax sharing, Tax indemnity or similar agreement (other than any agreement with the Company, Parent or any Subsidiary of Parent) and (iii) have no liability for the Taxes of any Person (other than the Company, Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any predecessor thereofsimilar provision of state, local or foreign Law), by operation of Law or as transferee or successor. (d) During the last five (5) years, neither Parent nor any of its Subsidiaries has constituted either been a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment transaction intended to qualify under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (ie) No Company Group Member Neither Parent nor any of its Subsidiaries has been a party to “participated” in any “listed transaction” within the meaning of Section 6011 of the Code and the Treasury Regulations Section 1.6011-4(b)(2) thereunder (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All Purchaser and each subsidiary of Purchaser have each filed all material federal, state, county, local and foreign income and other material Tax Returns returns, including information returns, required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, them and all such filed Tax Returns are returns are, true, complete and correct and complete in all material respects, and paid all material Taxes owed by it (whether or not shown on such returns) and no material Taxes owed by it or assessments received by it are delinquent. (b) All material amounts The federal income Tax returns of Taxes due Purchaser and owing by each Company Group Member (whether or not reflected on any Tax Return) have been duly and timely paid to subsidiary of Purchaser for the appropriate Governmental Authoritytax year ended December 31, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet2008, and since for all tax years prior thereto, are for the date purposes of routine audit by the Internal Revenue Service closed because of the Company Most Recent Balance Sheetstatute of limitations, and no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsclaims for additional Taxes for such fiscal years are pending. (c) Each Company Group Member Neither Purchaser nor any subsidiary of Purchaser has paid all material applicable saleswaived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, use in each case that is still in effect, or other similar Taxeshas pending a request for any such extension or waiver. (d) Each Company Group Member Neither Purchaser nor any subsidiary of Purchaser is a party to any pending action or proceeding, nor to Purchaser’s knowledge is any such action or proceeding threatened by any Governmental Entity, for the assessment or collection of a material amount of Taxes, interest, penalties, assessments or deficiencies, and no material issue has (i) withheld and deducted all material amounts of Taxes required to have been withheld raised by any federal, state, local or deducted by it foreign taxing authority in connection with amounts paid an audit or owed to examination of the Tax returns, business or properties of Purchaser or any employeesubsidiary of Purchaser which has not been settled, independent contractor, creditor, memberresolved and fully satisfied, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsadequately reserved for. (e) No Company Group Member is engaged Purchaser and each subsidiary of Purchaser have withheld and paid all material Taxes (determined both individually and in any auditthe aggregate) that they are required to withhold from amounts owing to employees, administrative proceeding creditors or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnthird parties. (f) No written claim Neither Purchaser nor any subsidiary of Purchaser is a party to, is bound by or has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a obligation under any material Tax Return that such entity is sharing or may be subject to material Tax indemnity agreement or required to file a Tax Return in that jurisdictionsimilar contract or arrangement other than any contract or agreement between or among Purchaser and any subsidiary of Purchaser. (g) There are no outstanding agreements extending or waiving the statutory period Neither Purchaser nor any subsidiary of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) Purchaser has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (), or any similar or corresponding provision other transaction requiring disclosure under analogous provisions of state, local or foreign Law). (j) No Company Group Member will be required to include law. Neither Purchaser nor any material item subsidiary of income in, Purchaser has liability for the Taxes of any person other than Purchaser or exclude any material item subsidiary of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Purchaser under Treasury Regulations Section 7121 of the Code 1.1502-6 (or any corresponding or similar provision of state, local or foreign Lawlaw). (h) entered into prior to During the Closing; last three years, neither Purchaser nor any subsidiary of Purchaser has constituted a “distributing corporation” or a “controlled corporation” (iii) installment sale or open transaction disposition made prior to within the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result meaning of an election under Section 965(h355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code.

Taxes. Except as set forth in on Schedule 4.153.15: (a) All income and other material Tax Returns required by Law to be have been filed by each any Group Company Group Member have been duly and filed on a timely filed basis. Each such Tax Return has been prepared in compliance with the appropriate Governmental Authorityall applicable Laws, and all such Tax Returns are is true, complete and correct and complete in all material respects. (b) No Group Company that is an eligible entity for purposes of Treasury Regulation § 301.7701-3(a) has elected under Treasury Regulation § 301.7701-3 to be treated as a corporation. (c) All material amounts of Taxes due and owing payable by each any Group Company or for which a Group Member Company may be liable (whether or not reflected shown on any Tax Return) have been duly and timely paid to the appropriate Governmental Authoritypaid, no Company Group Member has any liability except such Taxes, if any, as are being contested in good faith, in which case, adequate reserves for a material amount of unpaid such Taxes which has not have been accrued for or reserved made on the Financial Statements. All assessments for Taxes due and owning by any Group Company Most Recent Balance Sheetwith respect to completed and settled examinations or concluded litigation have been paid. There are no Tax liens on any assets, and since the date properties, or rights of the any Group Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxesexcept liens for current Taxes not yet due. (d) Each Company Group Member has (i) withheld All employment and deducted all material amounts of withholding Taxes required to be paid or withheld by or on behalf of the Group Companies have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted properly set aside in accounts for such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementspurpose. (e) No Company agreement or other document extending or having the effect of extending the period of assessment or collection of any Taxes payable by any Group Member is engaged in any auditCompany, administrative proceeding or judicial proceeding and no power of attorney with respect to any such Taxes, has been entered into, executed or filed with the IRS or any other Governmental Entity that is currently in effect. No Group Company Group Member is the subject beneficiary of any dispute or claim with respect to Taxes, extension of time (other than disputes an automatic extension of time not requiring the consent of the IRS or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensionsany other taxing authority) paid, settled or withdrawnwithin which to file any Tax Return not previously filed. (f) There is no suit, audit, examination, or, to the Knowledge of Seller, investigation or other Action pending, proposed or threatened in respect of Taxes payable by any Group Company. No Tax deficiency has been asserted in writing against any Group Company for additional Taxes that has not yet been resolved. No written claim has been made during the six (6) year period ending on the date hereof by a Governmental Entity in any Governmental Authority jurisdiction in a jurisdiction where a given Group Company Group Member does not file a Tax Return Returns asserting that such entity a Group Company is or may be subject to Tax or required to file a Tax Return taxation in that jurisdiction. (g) There are no outstanding agreements extending No Group Company is or waiving has been a member of a Consolidated Group filing consolidated or combined Tax Returns other than the statutory Allied Consolidated Group or any subset thereof. No Group Company has or has had during the period that it has been an Affiliate of limitations applicable Seller any direct or indirect ownership interest in any corporation, partnership, joint venture or other entity (other than the other Group Companies). No Group Company is a party to any claim forTax allocation or sharing agreement (other than an agreement entered into in the ordinary course of business the primary purpose of which is not the allocation or sharing of Taxes), or the period has any liability for the collection or assessment or reassessment of, Taxes of any other person or entity (other than another member of the Company Allied Consolidated Group) under Treasury Regulation Section 1.1502-6 or any analogous state, and no written request for any such waiver local or extension is currently pendingforeign Law. (h) No Group Company Group Member (has participated in any transactions that are or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution would be part of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision under any state or local Law), and, with respect to each transaction in which a Group Company has participated that is a “reportable transaction” within the meaning of Treasury Regulation § 1.6011-4(b)(1), such participation has been properly disclosed on IRS Form 8886 (Reportable Transaction Disclosure Statement) and on any corresponding form required under state, local or other law. (i) During the last three (3) years, no Group Company has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code (or any similar provision of state, local or foreign Law)law) applied. The sale of the Shares pursuant to this Agreement is not subject to the rules of Treasury Regulation § 1.1502-36. No election under Section 336(e) of the Code or the Treasury Regulations thereunder will affect any item of income, gain, loss or deduction of any Group Company after the Closing. (j) No Group Company is, or during the past twelve (12) month period has been, a United States shareholder (within the meaning of Section 951(b) of the Code) of a controlled foreign corporation (within the meaning of Section 957 of the Code). There are no Tax credits, grants or similar amounts that are or could be subject to clawback or recapture as a result of (i) the transactions contemplated by this Agreement or (ii) a failure by a Group Member Company to satisfy one or more requirements on which the credit, grant or similar amount is or was conditioned. No Group Company has established or has been required to establish a Subpart F income recapture account within the meaning of Treasury Regulation § 1.952-1(f). (k) No Group Company currently is, or has to Seller’s Knowledge ever been, subject to Tax in any jurisdiction outside the United States. (l) No Group Company will be required to include or accelerate the recognition of any material item of income in, or exclude or defer any material item of deduction or other tax benefit from, taxable income for any taxable period (or portion thereof) ending after the Closing Date Date, as a result of any: any (i) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in under Section 7121 481 of the Code (or any corresponding provision of state, local or foreign income Tax Law), closing agreement or intercompany transaction, (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date or (iv) any election pursuant to Section 108(i) of the Code (or any similar provision of state, local or foreign Law) entered into made on or prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the CodeDate.

Taxes. Except as set forth for such matters that have not been or would not reasonably be expected to be, individually or in Schedule 4.15: the aggregate, a Material Adverse Effect: (ai) All income and other material all Tax Returns required by Law to be filed by each Company or with respect to any member of the Alkali Group Member have been duly and timely filed with the appropriate Governmental Authority, (taking into account valid extensions) and all such Tax Returns are true, correct and complete in all material respects. ; (bii) All material amounts all Taxes required to be paid by any member of Taxes due and owing by each Company the Alkali Group Member (whether or not reflected shown to be due on any Tax ReturnReturns) have been duly and paid or will be timely paid to by the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the due date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and thereof; (iii) complied in all material respects with applicable Laws there is no pending Action by any Tax Authority with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company members of the Alkali Group, and ; (iv) each member of the Alkali Group has complied with all applicable Laws relating to the withholding of Taxes; (v) within the past two (2) years no written request for any such waiver or extension is currently pending. (h) No Company member of the Alkali Group Member (or any predecessor thereof) has constituted either been a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment that was intended to qualify, in whole or in part, under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 Sections 355(a) of the Code). ; (ivi) No Company Group Member in the last three (3) years, no written claim has been made by a party Tax Authority in a jurisdiction where any member of the Alkali Group does not file income or franchise Tax Returns that such member is or may be subject to income or franchise taxation by that jurisdiction; (vii) no member of the Alkali Group has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(24; (viii) no member of the Alkali Group is a party to or bound by any Tax allocation or sharing agreement except for (x) any such agreement solely among or between two or more members of the Alkali Group (that has been disclosed on Section 3.13 of the Company Disclosure Schedule) and (y) customary tax provisions contained in any similar agreement entered into in the ordinary course of business and not primarily relating to Taxes (including, without limitation, gross up or corresponding provision other tax sharing or allocation provisions contained in any credit agreement, lease or other commercial agreement); (ix) all of state, local the members of the Alkali Group are members of the same Affiliated Group filing a U.S. consolidated federal income Tax Return with the Seller and no member of the Alkali Group has been a member of an Affiliated Group filing a U.S. consolidated federal income Tax Return other than a group the common parent of which is Seller; and (x) no member of the Alkali Group is the subject of any agreement or foreign Law). (j) No Company Group Member will be required to include any material item of income in, or exclude any material item of deduction from, taxable income waiver providing for any taxable period extension of time within which to pay or remit any Taxes or for any Governmental Entity to assess or collect Taxes and (or portion thereofxi) ending after the Closing Date as a result there are no liens for Taxes on any assets of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 any member of the Code (Alkali Group other than Permitted Liens. The Parties understand and agree that no representation or any corresponding or similar provision warranty is made by the Company in this Agreement in respect of stateTax matters, local or foreign Law) entered into prior to other than the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under representations and warranties set forth in this Section 965(h) of the Code3.13.

Taxes. Except as set forth in Schedule 4.15: (a) All The Company is, and since its formation has been, properly treated as an entity disregarded as separate from its sole owner, the Seller, for U.S. federal and applicable state and local income tax purposes. (b) Each Company Subsidiary is, and other since its formation has been, properly treated as a disregarded entity for U.S. federal and applicable state and local income tax purposes. (c) The Company and each Company Subsidiary has timely filed all material Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such it. Such Tax Returns are true, complete and correct and complete in all material respects. (b) . All material amounts of Taxes due and owing by the Company and each Company Group Member (whether or not reflected on any Tax Return) Subsidiary have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxespaid. (d) Each There are no ongoing audits, actions, suits, claims, investigations or other legal proceedings by any taxing authority (each a “Tax Action”) against any of the Company Group Member has or any Company Subsidiary, and no such Tax Action is pending or threatened in writing. Neither the Company nor any Company Subsidiary (i) withheld and deducted all material amounts has waived any statute of limitations in respect of Taxes required to have been withheld beyond the date hereof or deducted by it in connection with amounts paid or owed agreed to any employee, independent contractor, creditor, member, extension of time beyond the date hereof with respect to a Tax assessment or any other third partydeficiency, (ii) duly and timely remitted such amounts to the appropriate Governmental Authorityhas executed or entered into a closing agreement or any other binding written agreement with any taxing authority, and (iii) complied in all material respects with is a party to any Tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) other than any agreement or arrangement the primary purpose of which does not relate to Taxes or (iv) has any Liability for Taxes of any other Person as a transferee or successor under applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsLaw. (e) No All material amounts of Taxes which the Company Group Member and each Company Subsidiary is engaged in obligated to withhold from amounts owing to any auditemployee, administrative proceeding creditor or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that third party have been resolvedso withheld, and no such claims withheld amounts have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against timely paid over the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnappropriate taxing authority. (f) There are no Encumbrances on the assets of the Company or any Company Subsidiary relating or attributable to any material amount of Taxes, except for Permitted Encumbrances. No written claim has been made by any Governmental Authority a taxing authority in a jurisdiction where a the Company Group Member or any Company Subsidiary does not file a Tax Return Returns that such entity it is or may be subject to Tax or required to file a Tax Return in taxation by that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be 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: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

Taxes. Except as set forth in Schedule 4.15: (a) All income Each of the Conveyed Companies has timely filed all Income Tax Returns and all other material Tax Returns that it was required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all file. All such Tax Returns are were true, correct and complete in all material respects. (b) . All material amounts of Taxes due and owing by each Company Group Member the Conveyed Companies (whether or not reflected shown on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date paid. (b) None of the Company Most Recent Balance Sheet, no Company Group Member Conveyed Companies currently is the beneficiary of any extension of time within which to file any Tax Return. None of the Conveyed Companies has incurred waived any statute of limitations in respect of Taxes or accrued agreed to any material extension of time with respect to a Tax liability assessment or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsdeficiency. (c) Each Company Group Member of the Conveyed Companies has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted timely paid all material amounts of Taxes required to have been withheld or deducted by it and paid in connection with amounts paid or owed owing to any employee, independent contractor, creditor, memberstockholder, or any other third party, and all Forms W-2 and 1099 (iiand any equivalent forms under state, local or non-United States Law) duly required with respect thereto have been properly completed and timely remitted filed. (d) There is no ongoing material dispute, claim, or examination concerning any Tax liability of any Conveyed Company nor has any such amounts dispute, claim or examination been claimed or raised by any Taxing Authority in writing. None of the Conveyed Companies has received a written claim from any Taxing Authority in a jurisdiction where such Person does not file Tax Returns that the Conveyed Company is subject to the appropriate Governmental Authoritytaxation by such jurisdiction or required to file Tax Returns in such jurisdiction, and (iii) complied in all material respects with applicable Laws with respect to Tax withholdingwhich claim has not been settled, including all reporting and record keeping requirementswithdrawn, or otherwise resolved. (e) No Company Group Member Except as set forth on Schedule 3.16(e) of the Seller Disclosure Letter, none of the Conveyed Companies (A) has been a member of an affiliated (or similar) group filing a consolidated, combined, unitary, fiscal unitary or similar Income Tax Return or (B) has any liability for the Taxes of any Person (other than the Conveyed Companies) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor, by Contract, by assumption, or otherwise. None of the Conveyed Companies is engaged a party to any Tax allocation or sharing agreement (except an agreement entered into in any audit, administrative proceeding or judicial proceeding with respect the ordinary course of business and not primarily related to Taxes). No Company Group Member is None of the subject Conveyed Companies has made any election under Section 965 of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnCode. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (gExcept as set forth on Schedule 3.16(f) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company GroupSeller Disclosure Letter, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 none of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member Conveyed Companies will be 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 anyany of the following: (i) change in, in (or use of an improper, ) method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the ClosingDate; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local local, or foreign non-U.S. Law) entered into executed by the Conveyed Company on or prior to the ClosingClosing Date; (iii) installment sale or open transaction disposition made made, or prepaid amount received or deferred revenue accrued, by the Conveyed Company, as applicable, on or prior to the ClosingClosing Date, or (iv) prepaid amount any deferred intercompany gain or deferred revenue received prior to any excess loss account described in Treasury Regulations under Section 1502 of the ClosingCode (or any similar provision of state, local, or non-U.S. Law). No Company Group Member None of the Conveyed Companies will be required to make have any payment Tax liability under Section 965 of the Code for any taxable period (or portion thereof) ending after the Closing Date Date. (g) There are no material Liens for Taxes (other than Permitted Liens) upon any of the assets of any Conveyed Company. (h) Within the past two (2) years, none of the Conveyed Companies has been a party to a transaction that was intended to be governed in whole or in part by Section 355 (or so much of Section 356 as it relates to Section 355) or 361 of the Code. (i) None of the Conveyed Companies is or has been a result party to any “listed transaction,” as defined in Section 6707A of an election under the Code and Treas. Reg. Section 965(h1.6011-4(b)(2). (j) None of the Conveyed Companies is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the period specified in Section 897(c)(1)(A)(ii) of the Code. (k) None of the Conveyed Companies is a beneficiary of any Tax rebate, Tax holiday or similar arrangement or agreement with any Governmental Authority or is subject to, or has applied for, any private letter ruling with the IRS (or any similar ruling with any Taxing Authority). (l) Except as set forth on Schedule 3.16(l) of the Seller Disclosure Letter, none of the Conveyed Companies is subject to Tax in any jurisdiction other than its jurisdiction of formation by virtue of having a permanent establishment or other place of business in such other jurisdiction. (m) Schedule 3.16(m) of the Seller Disclosure Letter lists as of the date hereof the current U.S. federal Income Tax classification, as well as the applicable foreign jurisdiction Income Tax classification, of each Conveyed Company. Except as specifically set forth on Schedule 3.16(m) of the Seller Disclosure Letter, each of the Conveyed Companies has been so classified for the past five (5) years.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material Tax Returns returns, reports, declarations, claim for refunds, information disclosures and similar statements filed or required by Law to be filed by each Company or on behalf of the Group Member Companies, including any schedules or attachments thereto, and including any amendments thereof (collectively, the “Tax Returns”) in accordance with applicable Law have been duly and timely filed with the appropriate Governmental Authority, and all such (taking into account any extensions). (b) The Tax Returns are were prepared in accordance with applicable Law and, as of the times of filing, were true, correct and complete in all material respects. (bc) All The Group Companies have timely paid all material amounts of Taxes due and owing by each Company Group Member (whether or not reflected shown on any the Tax ReturnReturns) that are due and owing, other than Taxes that are being contested in good faith, that have not been finally determined, and that have been duly and timely paid to adequately reserved against in accordance with IFRS in the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar TaxesFinancial Statements. (d) Each There are no pending Tax audits, proceedings or claims in respect of any Group Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it any Tax audits, proceedings or claims threatened in connection with amounts paid or owed writing delivered to any employeeGroup Company or their respective directors or officers, independent contractor, creditor, member, or nor are there any other third party, (ii) duly and timely remitted such amounts Actions pending with regard to the appropriate Governmental Authority, and (iii) complied in all any material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirementsTaxes of any Group Company. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding There are no Liens with respect to Taxes. No Company Group Member is any material Taxes against the subject assets of any dispute or claim with respect to Taxes, Group Company other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnPermitted Liens. (f) No written claim None of the any Group Companies has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a any distribution of stock qualifying for tax-free treatment under occurring during the last two (2) years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable. (g) No material claim that remains unresolved has been made in writing by any Governmental Entity in a jurisdiction in which a Group Company does not file Tax Returns that such any Group Company is, or so much may be, subject to taxation by that jurisdiction. (h) None of Section 356 the Group Companies has entered into any “closing agreement” under section 7121 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any corresponding or similar or corresponding provision of state, local or foreign non-U.S. Law), or any other agreement with a Governmental Entity in respect of material Taxes that remains in effect, including an agreement to waive or extend the statute of limitations with respect to any material Taxes or material Tax Returns, and no request for a ruling, relief, advice, or any other item that relates to material Taxes of any Group Company is currently pending with any Governmental Entity, and no such ruling, relief or advice has been obtained. (i) Section 4.12(i) of the Disclosure Schedule identifies every election that has been made by or on behalf of any Group Company under Treasury Regulations Section 301.7701-3(a) to adopt a U.S. federal tax classification other than the default classification, as well as the date of such election and the classification so elected. (j) No Company None of the Group Member Companies participates or has “participated” in any “reportable transaction” as defined under Treasury Regulations Section 1.6011-4 or any tax shelter transaction in any other jurisdiction. (k) None of the Group Companies will be required to include any material item of income in, in (or exclude any material item of deduction from, ) taxable income for any taxable period (or portion thereof) ending after the Closing Date Effective Time as a result of any: (i) a change in, or use of an improper, method of accounting for method made or occurring prior to the Closing, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or prior to before the Closing Date and made other than in the ordinary course of business, (iii) a prepaid amount received, or paid, prior to the Closing; , other than in the ordinary course of business, or (iiiv) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign non-U.S. Law) entered into executed on or prior to the Closing; Closing Date. (l) The Group Companies (i) have never been a member of an affiliated group filing a consolidated, joint, unitary or combined Tax Return (other than such a group with respect to which a Group Company is or was the common parent), (ii) are not parties to and have no obligations under any Tax sharing, Tax indemnification, or Tax allocation agreement or similar contract or arrangement (except under any agreement solely among Group Companies and except for any agreement entered into in the ordinary course of business the primary purpose of which is not Tax), and (iii) installment sale do not have any liability for the Taxes of any other Person under Treas. Reg. § 1.1502-6 (or open transaction disposition made prior to the Closingany similar provision of state, local or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date non-U.S. Law), as a result of an election under transferee or successor, by Contract or otherwise. (m) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 965(h) 4.12 constitute the only representations and warranties of the CodeCompany with respect to Tax matters.

Taxes. Except With respect to each Group Company, except as set forth in on Schedule 4.153.19: (a) All income and other material Such Group Company has filed (taking into account any valid extensions) all Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, and all such it. Such Tax Returns are and were true, complete and correct and complete in all material respects. Such Group Company is not currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material Taxes due and owing by Such Group Company have been timely paid or accrued. Sellers have delivered or made available to Buyer copies of all federal, state, local and foreign income, franchise and similar Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by, such Group Company for all Tax periods ending after August 31, 2006. (b) All material amounts No extensions or waivers of Taxes due and owing by each Company Group Member (whether or not reflected on any Tax Return) statutes of limitations have been duly and timely paid given or requested with respect to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course Taxes of business other than any liabilities incurred in connection with the Transactionssuch Group Company. (c) Each Company Group Member has paid all material applicable salesThere are no ongoing actions, use suits, claims, investigations or other similar Taxeslegal proceedings by or, to the Knowledge of the Company, threatened by, any Governmental Authority against such Group Company. (d) Each Such Group Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning Tax-sharing agreement, Tax indemnity agreement or Tax allocation agreement. Such Group Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. Such Group Company has no liability for Taxes of any Person under Treasury Regulations Section 1.60111.1502-4(b)(2) 6 (or any similar or corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise. (e) All Taxes which such Group Company is or was obligated to withhold from amounts owing to any employee, creditor or third party have been withheld and paid to the proper Governmental Authority. (f) No claim has been made by any Governmental Authority in any jurisdiction where such Group Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction. (g) The amount of such Group Company’s liability for unpaid Taxes for all periods ending on or before the Balance Sheet Date does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Consolidated Financial Statements. The amount of such Group Company’s liability for unpaid Taxes for all periods following the end of the most recent period covered by the Financial Statements will not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of such Group Company (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years). (h) Schedule 3.19(h) sets forth: (i) the taxable years of such Group Company as to which the applicable statutes of limitations on the assessment and collection of Taxes have not expired; (ii) those years for which examinations by the taxing authorities have been completed; and (iii) those taxable years for which examinations by taxing authorities are presently being conducted. All deficiencies asserted, or assessments made, against such Group Company as a result of any examinations by any Governmental Authority have been fully paid. (i) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of such Group Company. (j) Such Group Company is not a party to, or bound by, any closing agreement or offer in compromise with any Governmental Authority. No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any Governmental Authority with respect to such Group Company. (k) Schedule 3.19(k) sets forth all jurisdictions in which such Group Company is subject to Tax, is engaged in business or has a permanent establishment. (l) Such Group Member will Company is not, and during the five years immediately preceding the Closing has not been, a United States real property holding company as defined by Code Section 897(c)(2). (m) During the preceding two years, such Group Company has not distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. (n) Since January 1, 2010, such Group Company has not participated in any listed transaction within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations. (o) Such Group Company is not required to include make any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereofadjustment pursuant to Code Section 481(a) ending after the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding predecessor provision) or any similar provision of state, local or foreign Lawtax law by reason of any change in accounting methods. There is no application pending with any Governmental Authority requesting permission for any change in the accounting methods of the Company for Tax purposes. No Governmental Authority has proposed in writing any such adjustment or change in the Company’s accounting methods for Tax purposes. (p) entered into prior No employee or director or former employee or director of any Group Company or any Person associated with any of them holds any shares or securities or interest in any shares of securities in any Group Company in respect of which any Group Company could be liable after Closing to pay national insurance contributions or account for income tax or national insurance under the Closing; (iii) installment sale or open transaction disposition made prior to the ClosingPAYE system in respect of, or in consequence of any event occurring before, on or after Closing in relation to any such shares, securities, options or interests. (ivq) prepaid amount No payments or deferred revenue received prior loans have been made to, or any assets made available or transferred to, or any assets earmarked, however informally, for the benefit of, any employee or former employee (or any associate of such employee or former employee) of such Group Company by an employee benefit trust or another third party that falls within the provisions of Schedule 7A to ITEPA. (r) No asset owned by such Group Company, nor the Closing. No Company Group Member will Shares, is subject to any charge as mentioned in sections 237 and 238 of the UK Inheritance Tax Act 1984 or is liable to be required subject to make any payment after the Closing Date as a result sale, mortgage or charge by virtue of an election under Section 965(hsection 212(1) of the CodeUK Inheritance Tax Xxx 0000. (s) Schedule 3.19(s) sets forth details of any loans or advances made or agreed to be made by such Group Company within sections 455, 459 or 460 of the UK Corporation Tax Act 2010 and no such Group Company has released or written off or agreed to release or write off the whole or any part of any such loans or advances. (t) No UK Group Company is, or is required to be, registered as a taxable Person for the purposes of VAT. (u) Any document that may be necessary or desirable in proving the title to any asset that is owned by such Group Company at Closing or any document that such Group Company may wish to enforce or produce in evidence is duly stamped for UK stamp duty purposes. (v) Neither entering into this Agreement nor the Closing will result in the withdrawal of a Relief. (w) Such Group Company has not been a party to, or been otherwise involved in, any transaction, scheme or arrangement the main purpose of which, or one of the main purposes of which was the avoidance or deferral of a liability to Taxes. (x) All transactions or arrangements made by such Group Company have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case, been fully documented. No notice, enquiry or adjustment has been made by any Governmental Authority in connection with any such transactions or arrangements. (y) Such Group Company is not liable to make a payment to any Person (including any Governmental Authority) in respect of any liability to Taxes of which is primarily or directly chargeable against, or attributable to, any other Person (other than a Group Company). (z) All financing costs, including interest, discounts and premiums payable by any UK Group Company in respect of its loan relationships within the meaning of Chapter 8 of Part 5 of the UK Corporation Tax Act 2009 are eligible to be brought into account by the UK Group Company as a debit for the purposes of Part 5 of the UK Corporation Tax Act 2009 at the time, and to the extent that such debits are recognized in the statutory accounts of the UK Group Company.

Taxes. Except as set forth in Schedule 4.15: (a1) All income and other material Tax Returns required by Law to be filed by each or on behalf of the Company, or any combined, affiliated or unitary group of which the Company Group Member is or has ever been a member, have been duly and timely filed with the appropriate Governmental Authoritytax authorities, and all each such Tax Returns are Return was true, complete, and correct and complete in all material respects. Without limiting the foregoing, none of the Returns contains any position that is, or would be, subject to penalties under Code Section 6662 (or any corresponding provisions of state, local or non-U.S. Tax Law). The Company has not entered into any “listed transactions” as defined in Treasury regulation 1.6011-4(b)(2), and the Company has properly disclosed all reportable transactions, if any, as required by Treasury regulation 1.6011-4. (b2) The Company is not currently a beneficiary of any extension of time within which to file any Return. (3) All material amounts of Taxes due and owing by each the Company Group Member (whether or not reflected on any Tax Return) have been duly timely and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsfully paid. (c4) Each The Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) timely withheld proper and deducted all material accurate amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to from any employee, independent contractorcustomer, creditorshareholder, member, partner or any other third party, (ii) duly party from whom it is or was required to withhold Taxes in compliance with all applicable Laws and has timely remitted paid such withheld amounts to the appropriate Governmental Authority, and taxing authorities. (iii5) complied in all material respects with applicable Laws All Taxes due with respect to Tax withholdingany completed and settled audit, including all reporting and record keeping requirementsexamination or deficiency with any taxing authority for which the Company is or might otherwise be liable have been paid in full. (e6) No There is no audit, examination, deficiency or refund claim pending with respect to any Taxes for which the Company Group Member is engaged in or might otherwise be liable and no taxing authority has given written notice of the commencement of any audit, administrative proceeding examination or judicial proceeding deficiency with respect to any such Taxes. No issue has arisen in any examination of the Company Group Member is the subject of by any dispute or claim taxing authority that, if raised with respect to Taxesthe same or substantially similar facts arising in any other Tax period not so examined, would result in a deficiency for such other than disputes or claims that have been resolvedperiod, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawnif upheld. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g7) There are no outstanding agreements waivers extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Groupdue for any taxable period. (8) No Liens for Taxes exist with respect to any of the assets or properties of the Company, except for Permitted Liens, and no written request for any such waiver or extension is currently pendingLiens are anticipated. (h9) No The Company Group Member (is not a party to or bound by any predecessor thereof) has constituted either a “distributing corporation” Tax indemnity, Tax sharing or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (Tax allocation agreement or so much of Section 356 of the Code as relates to Section 355 of the Code)arrangement. (i10) No The Company Group Member has been a party to does not have any “listed transaction” within liability for the meaning Taxes of any Person other than the Company under Treasury Regulations regulation Section 1.60111.1502-4(b)(2) 6 (or any similar or corresponding provision of state, local or foreign non-U.S. Law), as a transferee or successor, by contract or otherwise. (j11) No claim has ever been made by a taxing authority in a jurisdiction where the Company Group Member does not file Returns that it is or may be subject to taxation by that jurisdiction. (12) None of the assets of the Company (A) is tax-exempt use property within the meaning of Code Section 168(h), (B) directly or indirectly secures any debt the interest on which is exempt under Code Section 103(a) or (C) is property that is required to be treated as being a “safe harbor lease” pursuant to the provisions of Code Section 168(f)(8), as in effect prior to the amendment by the Tax Equity and Fiscal Responsibility Act of 1982. The Company is not a borrower or guarantor of any outstanding industrial revenue bonds. (13) The Company will not be 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: any (iA) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the ClosingDate; (iiB) “closing agreement” as described in Section 7121 of the Code (executed on or any corresponding or similar provision of state, local or foreign Law) entered into prior to the ClosingClosing Date; (iiiC) installment sale or open transaction disposition made on or prior to the Closing, Closing Date; or (ivD) prepaid amount received on or deferred revenue received prior to the Closing. No Closing Date. (14) The Company Group Member will is not a partner or a member of any partnership or joint venture, or any other arrangement or contract that could be required to make any payment after the Closing Date classified as a result of an election under Section 965(h) of the Codepartnership for federal income tax purposes.

Taxes. Except as set forth in Schedule 4.15:Subject to Section 3.13A below, (a) All income The Company and other material Tax Returns required by Law to be the Related Entity have duly filed by each Company Group Member all tax returns for any period on or before the Closing Date and the same have been duly made or given in good faith within the requisite periods and timely filed with the appropriate Governmental Authority, on a proper basis and all such Tax Returns are true, correct when made were true and complete accurate in all material respectsrespects and are up to date and none of them contains any statement that is false or misleading in any material respects or omits to refer to any material matter which is required to be included or without which the statement is false or misleading. None of such tax return is or is likely to be the subject of any dispute with any tax authority. (b) All material amounts of Taxes due The Company and owing by each Company Group Member (whether or not reflected on any Tax Return) the Related Entity have been duly paid when due, and timely paid have withheld, deducted and accounted to the appropriate Governmental Authorityrelevant authorities for, no Company Group Member has any liability for a material amount of unpaid all Taxes which has not been accrued they have become liable to pay, withhold, deduct or account for on or reserved on the Company Most Recent Balance Sheet, and since before the date hereof. For the purposes of the Company Most Recent Balance Sheet, no Company Group Member has incurred this Section 3.13(b) “a liability to pay” includes a liability to pay any penalty or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactionsinterest. (c) Each The Company Group Member has paid and the Related Entity have complied in all material applicable salesrespects with all legislation, use regulations, executive orders and directions relating to or other similar associated with any Taxes. (d) Each Save for the tax implications which may arise as a result of the transactions contemplated under the Transaction Documents and those disclosed in the financial statements, there are no outstanding or likely disputes or questions or demands between the Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employeethe Related Entity, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to on the appropriate Governmental Authorityone hand, and (iii) complied in all material respects with applicable Laws with respect to any Governmental or Regulatory Authority or agent thereof, on the other hand, concerning any Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in liability. There are no Tax liens on any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is of the subject Assets of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written the Related Entity. Neither the Company nor the Related Entity has received any claim has been made by from any Governmental Authority taxing authority in a jurisdiction where a in which the Company Group Member does not file a Tax Return that such entity or the Related Entity is or may be subject to Tax taxation and in which the Company or required the Related Entity has failed to file a Tax Return in tax returns required by that jurisdiction. The Seller have made available to the Purchaser correct and complete copies of all tax returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company and the Related Entity since the Inception Date. (ge) There are no outstanding agreements extending or waiving the statutory period of limitations applicable Other than pursuant to any claim forthis Agreement, or the period for the collection or assessment or reassessment of, Taxes of neither the Company Group, and no written request for nor any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) Related Entity has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has ever been a party to or bound by any “listed transaction” within Tax indemnity, Tax sharing or similar agreement and neither the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will be required to include nor the Related Entity has any material item of income in, or exclude any material item of deduction from, taxable income liability for any taxable period (or portion thereof) ending after the Closing Date as a result Taxes of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing, or (iv) prepaid amount or deferred revenue received prior to the Closing. No Company Group Member will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Codeother person.

Taxes. Except as set forth in Schedule 4.15: (a) All income and other material The Company (i) has timely filed on or before the applicable due date with each appropriate Governmental Body all Tax Returns required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authority, it; and all such Tax Returns have been properly completed in compliance with applicable legal requirements, and are trueaccurate and complete, correct and complete in all material respects, and (ii) has fully and timely paid, or has made adequate provision on the Financial Statements in accordance with GAAP for, all Taxes with respect to it (whether or not such Taxes have been reflected on any Tax Return). All Taxes that the Company has been required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid over to the appropriate Governmental Body in compliance with all applicable legal requirements. (b) All material amounts Other than as set forth on Schedule 2.8(b) to the Disclosure Memorandum, (i) there are no pending or, to the Knowledge of the Company, threatened Claims by any Governmental Body with respect to Taxes due and owing by each Company Group Member of the Company; (whether ii) no extension or not reflected on waiver of the limitation period applicable to any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date Return of the Company Most Recent Balance Sheet, no Company Group Member is in effect or has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions. (c) Each Company Group Member has paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and requested; (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No Company Group Member is engaged in any audit, administrative proceeding deficiencies proposed or judicial proceeding with respect to Taxes. No Company Group Member is the subject asserted or assessments made as a result of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against examinations by any Governmental Body of the Tax Returns of the Company Group have been fully paid or fully settled; and timely (taking into account applicable extensionsiv) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, is not and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will not be 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: any (iA) change in, or use of an improper, in method of accounting for a taxable period Pre-Closing Tax Period, (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (iiB) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawlaw) entered into executed on or prior to the Closing; Closing Date, (iiiC) installment sale or open transaction disposition made on or prior to the ClosingClosing Date, or (ivD) prepaid amount received on or deferred revenue received prior to the Closing. No Closing Date. (c) The Company has not been a member of any Affiliated Group Member will be that filed or was required to make file a consolidated, combined or unitary Tax Return (other than a group the common parent of which was the Company). (d) The Company has delivered or made available to Parent correct and complete copies of all income and other material Tax Returns filed since January 1, 2010, and all audit reports and statements of deficiencies assessed against or agreed to by it. (e) The Company is not and has never been a party to or bound by any payment after Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract. (f) To the Closing Date as Knowledge of the Company, no Claim has been made by a result Governmental Body in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (g) The Company is not and has not been a United States real property holding corporation within the meaning of an election under Section 965(h897(c)(2) of the Code. (h) The Company has not distributed stock of another Person, nor had its stock distributed by another Person within the last two years, 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. (i) The Company has not made any payment or payments, is not obligated to make any payment or payments, and is not a party to (or a participating employer in) any Contract (including any Employee Benefit Plan and Stock Purchase Rights) that could obligate the Company or Parent to make any payment or payments that constitute or would constitute an “excess parachute payment,” as defined in Section 280G of the Code (or any corresponding or similar provision of state, local or foreign law). (j) No Tax ruling has been issued by a Governmental Body to the Company. (k) No Stockholder holds shares of Company Stock that are nontransferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code with respect to which, to the Knowledge of the Company, a valid election under Section 83(b) of the Code has not been made.

Taxes. Except as set forth in Schedule 4.153.12: (a) All income and other material Each member of the Selling Group has filed (or had filed on their behalf) all Tax Returns that they were required by Law to be filed by each Company Group Member have been duly file under applicable laws and timely filed with the appropriate Governmental Authority, and all regulations. All such Tax Returns are true, were correct and complete in all material respects. (b) respects and were prepared in compliance with all applicable laws and regulations. All material amounts of Taxes due and owing by each Company (or with respect to the operations of) any member of the Selling Group Member (whether or not reflected shown on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has any liability paid. Adequate amounts for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of any member of the Company Most Recent Balance Sheet, Selling Group have been reserved and set aside for payment of such Taxes. No member of the Selling Group is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where any member of the Selling Group did not file Tax Returns that any member of the Selling Group is or may be subject to taxation by that jurisdiction. There are no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside the ordinary course of business Liens for Taxes (other than Taxes not yet due and payable) upon any liabilities incurred in connection with the Transactionsof Purchased Assets. (cb) Each Company Group Member Seller has withheld and paid all material applicable sales, use or other similar Taxes. (d) Each Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it and paid in connection with any amounts paid or owed owing to any employee, independent contractor, creditor, membershareholder, member or any other third party. (c) To Selling Group’s Knowledge, no foreign, federal, state or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any member of the Selling Group or any consolidated, combined or unitary group of which Seller is or was a member. Neither Seller nor any consolidated, combined or unitary group of which it was a member has received from any foreign, federal, state or local taxing authority (including jurisdictions where Seller or any consolidated, combined or unitary group of which it is a member has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review; (ii) duly and timely remitted such amounts request for information related to the appropriate Governmental Authority, and Tax matters; or (iii) complied notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any taxing authority against Seller or any consolidated, combined or unitary group of which it is a member. (d) Neither Seller nor any consolidated, combined or unitary group of which Seller is a member has waived any statute of limitations in all material respects with applicable Laws respect of Taxes or agreed to any extension of time with respect to a Tax withholding, including all reporting and record keeping requirementsassessment or deficiency. (e) No Company Group Member Seller is engaged in any audit, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute or claim with respect to Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. (f) No written claim has been made by any Governmental Authority in a jurisdiction where a Company Group Member does not file a Tax Return that such entity is or may be subject to Tax or required to file a Tax Return in that jurisdiction. (g) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company Group, and no written request for any such waiver or extension is currently pending. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code). (i) No Company Group Member has been a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “listed transactionexcess parachute payment” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) Code § 280G (or any similar or corresponding provision of state, local or foreign LawTax law). Seller has not been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the applicable period specified in Code § 897(c)(1)(A)(ii). Seller and any consolidated, combined or unitary group of which it is a member has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code § 6662. Seller is not a party to or bound by any Tax allocation or sharing agreement. Seller has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal income Tax Return and Seller does not have any Liability for the Taxes of any other Person, whether as a result of being a member of an Affiliated Group, a transferee, successor, by contract, or otherwise. (jf) No Company Group Member Seller will not be 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: : (i) change in, or use of an improper, in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; Date; (ii) “closing agreement” as described in Section Code § 7121 of the Code (or any corresponding or similar provision of state, local or foreign Lawincome Tax law) entered into executed on or prior to the Closing; Closing Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code § 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing, or Closing Date; or (ivv) prepaid amount received on or deferred revenue received prior to the Closing. No Company Group Member will Closing Date. (g) Seller has not distributed stock of another Person or has had its stock distributed by another Person in a transaction that was purported or intended to be required to make governed in whole or in part by Code § 355 or Code § 361. (h) Neither Seller nor any payment after consolidated, combined or unitary group of which Seller is a member has engaged in any “listed transaction” as defined in the Closing Date as a result of an election Treasury Regulations promulgated under Section 965(h) 6011 of the Code.

Taxes. Except as set forth in on Schedule 4.15‎5.12: (a) All income The Company has duly and other timely filed all material Tax Returns required to be filed by it on or before the Closing Date. All such Tax Returns have been completed in material compliance with all applicable Laws, and are true, correct and complete. The Company has fully and timely paid all material Taxes required to be paid by it (whether or not shown on any Tax Returns). The Company has withheld, collected and paid over to the appropriate Taxing Authority all material Taxes required by Law to be filed by each Company Group Member have been duly and timely filed with the appropriate Governmental Authoritywithheld or collected from amounts paid or owing to any employee, equityholders, creditor, holder of securities or other third party, and has materially complied with all such Tax Returns are trueinformation reporting (including IRS Form 1099) and backup withholding requirements, correct and complete in all material respectsincluding maintenance of required records with respect thereto. (b) All material amounts of Taxes due and owing by each Since the Balance Sheet Date, the Company Group Member (whether or has not reflected on any Tax Return) have been duly and timely paid to the appropriate Governmental Authority, no Company Group Member has incurred any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Company Most Recent Balance Sheet, and since the date of the Company Most Recent Balance Sheet, no Company Group Member has incurred or accrued any material Tax liability or any taxable income or gain outside other than in the ordinary course of business other than business, made or rescinded any liabilities incurred material Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any material amended Tax Returns, entered into any Tax Sharing Agreement, or signed or entered into any closing agreement or settlement agreement with a Taxing Authority, settled or compromised any Tax claim or assessment, or consented to any extension or waiver of the limitations period applicable to any claim or assessment, in connection each case with the Transactionsrespect to Taxes. (c) Each The Company Group Member has paid all material applicable salesnever 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 state, use local, or other foreign Law) filing a consolidated Income Tax Return, nor does the Company have any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 or any analogous or similar Taxesprovision of Law, as a transferee or successor pursuant to any Tax Sharing Agreement. (d) Each The Company Group Member has (i) withheld and deducted all material amounts of Taxes required to have not been withheld or deducted by it in connection with amounts paid or owed subject to any employeeaudit by any Taxing Authority for Taxes, independent contractorand there is no dispute or claim concerning any Tax liability of the Company pending or, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Knowledge of the Company, threatened by any Taxing Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements. (e) No The Company Group Member (i) is engaged in not a party to or bound by any auditTax Sharing Agreement with any Person, administrative proceeding or judicial proceeding with respect to Taxes. No Company Group Member is the subject of any dispute (ii) has no current or claim with respect to Taxes, other than disputes potential liability or claims that have been resolved, and no such claims have been threatened in writing. All deficiencies obligation (for Taxes asserted or assessed in writing against the Company Group have been fully and timely (taking into account applicable extensionsotherwise) paidto indemnify any other Person as a result of, settled or withdrawnpursuant to, any such Tax Sharing Agreement. (f) No written claim has ever been made in writing by any Governmental a Taxing Authority in a jurisdiction where a the Company Group Member does not file a Tax Return Returns that such entity the Company is or may be subject to Tax or required to file a any Tax Return in that filing requirements or taxation by such jurisdiction. (g) There are no outstanding agreements extending or waiving The Company has not waived any statute of limitations for the statutory period of limitations applicable to any claim forassessment or collection of Taxes, or agreed to or requested any extension of time for the period for the collection or with respect to a Tax assessment or reassessment ofdeficiency, Taxes of the Company Group, and no written request for any which period (after giving effect to such waiver extension or extension is currently pendingwaiver) has not yet expired. (h) No Company Group Member (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying There are no Encumbrances for tax-free treatment under Section 355 Taxes upon the assets of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code)Company, except for Permitted Encumbrances. (i) No The Company Group Member has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law). (j) No Company Group Member will not be 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: any (i) change in, or use of an improper, in method of accounting for a taxable period beginning on or prior to the Closing Date pursuant to Section 481 of the Code (or portion thereofany similar provision of state, local or foreign Law); (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date and made prior to the ClosingDate; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing); (iii) intercompany transactions or excess loss accounts described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law; or (iv) installment sale or open transaction disposition made on or prior to the ClosingClosing Date. (j) The Company has never been a party to any (i) “listed transaction”, as defined in Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2), (ii) “transaction of interest”, as defined in Treasury Regulations Section 1.6011-4(b)(6), (iii) transaction that is “substantially similar” (within the meaning of Treasury Regulations Section 1.6011-4(c)(4)) to a “listed transaction” or “transaction of interest”, or (iv) prepaid amount other transaction that required or deferred revenue received prior will require the filing of an Internal Revenue Service Form 8886. (k) No power of attorney has been given by or is binding upon the Company with respect to Taxes or Tax Returns for any period for which the Closing. No statute of limitations (including any waivers or extensions thereof) has not yet expired. (l) The Company Group Member will (i) has not made an election pursuant to Treasury Regulations Section 301.7701-3 to be required to make any payment after the Closing Date treated as a result of an election under corporation for U.S. federal Income Tax purposes, and (ii) is, and at all times since its formation has been, properly classified as a disregarded entity for U.S. federal Income Tax purposes. (m) The Company has not deferred any obligation to pay Taxes pursuant to Section 965(h) 2302 of the CodeCARES Act or any other similar Law, executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) enacted in connection with COVID-19.