Tax Matters. Except as set forth in [Schedule 4.13]: # [[Organization A:Organization]] has timely filed all applicable federal, state and local tax returns, sales tax returns, escheat or unclaimed property returns, informational returns, reports and declarations of estimated tax required to be filed by it (without regard to extensions of time permitted by law, regulation or otherwise) with respect to all taxes applicable to that [[Organization A:Organization]] and its business (the “[[Organization A:Organization]] Tax Returns”); # no claim has been made by any authority in a jurisdiction where [[Organization A:Organization]] does not file [[Organization A:Organization]] Tax Returns that [[Organization A:Organization]] is or may be subject to taxation by that jurisdiction; # [[Organization A:Organization]] has timely paid all taxes owing by it except taxes which have not yet become due and payable and for which adequate provision has been made in the Financial Statements; # all taxes which [[Organization A:Organization]] is required to withhold or collect have been properly withheld or collected and paid over or are being paid over to proper governmental authorities, as required; # no waiver of any statute of limitations has been given or is in effect with respect to any [[Organization A:Organization]] Tax Returns or taxes for which [[Organization A:Organization]] is or may be liable; # [[Organization A:Organization]]’s Tax Returns filed are accurate and complete; and # there are no tax liens on any of the assets or properties of [[Organization A:Organization]]. Neither the Internal Revenue Service nor any other taxing authority has requested to examine or audit any [[Organization A:Organization]] Tax Returns or has asserted, is now asserting or threatening to assert against [[Organization A:Organization]], any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith, and no basis exists for such an assertion.

Tax Matters. The Participant has reviewed with the Participant's own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Participant understands that for U.S. taxpayers, Section 83 of the Code taxes as ordinary income the difference between the purchase price for the Shares, if any, and the fair market value of the Shares as of the date any restrictions on the Shares lapse. The Participant understands that if he or she is a U.S. taxpayer, the Participant may elect to be taxed at the time the Shares are granted rather than when the restrictions on the Shares laps by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date of grant. The Participant acknowledges that it is the Participant’s sole responsibility and not the Company’s to, if the Participant desires to do so, file timely the election under Section 83(b) of the Code.

Tax Matters. No guaranteed payments, capital shifts or gross income allocations are intended to be reported by the Partnership or any Holder as a result of the terms of this Certificate. The Partnership and each Holder shall file all tax returns consistent with the foregoing intent, except as required pursuant to a final determination (as defined under Section 1313(a) of the Code); provided, however, that nothing contained herein shall prevent such Holder or the Partnership from settling any proposed deficiency or adjustment by any governmental authority based upon or arising out of the foregoing, and no such person shall be required to litigate before any court any proposed deficiency or adjustment by any governmental authority challenging the foregoing. The provisions of ‎Exhibit C are incorporated herein by reference. The Partnership shall allocate income using the interim closing method as described in U.S. Treasury Regulations Section 1.706-4.

Tax Matters. Holdings and each Subsidiary of Holdings that would constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act (each such Subsidiary, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) have filed all necessary federal, provincial, state and foreign income and franchise tax returns, each of which has been true and correct in all material respects. Holdings and each of its Subsidiaries have paid all taxes shown as due thereon, except for any such failure to pay as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Holdings has no knowledge of any material tax deficiency which has been or might be asserted or threatened against Holdings or any of the Material Subsidiaries.

Tax Matters. The Company has duly and timely filed or caused to be timely filed with the appropriate Tax Authority all Tax Returns required to be filed by, or with respect to, the Company and the Business. All such Tax Returns are true, complete and accurate in all material respects. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Tax Authority in a jurisdiction where the Company does not file a Tax Return that the Company or the Business is or may be subject to Tax by that jurisdiction. All Taxes due and owing by the Company, or with respect to the Business, (whether or not shown on any Tax Returns) have been timely paid. Annex M sets forth each jurisdiction in which the Company files, is required to file or has been required to file a Tax Return or is or has been liable for any Taxes and each jurisdiction that has sent notices or communications of any kind requesting information relating to the Company’s nexus with such jurisdiction. Since the date of the Latest Balance Sheet, the Company has not incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. Annex M sets forth each jurisdiction in which the Company collects, is required to collect or has been required to collect sales or use and value added Taxes. The Company has collected all sales and use and value added Taxes required to be collected and has remitted on a timely basis such amounts to the appropriate Tax Authorities (or has been furnished properly completed exemption certificates). No deficiencies for Taxes with respect to the Company or the Business have been claimed, proposed or assessed by any Tax Authority. There are no pending or threatened audits, assessments or other actions for or relating to any liability in respect of Taxes of the Company or the Business. There are no matters under discussion with any Tax Authority, or known to the Company, with respect to Taxes that are likely to result in an additional liability for Taxes with respect to the Company or the Business. No issues relating to Taxes of the Company or with respect to the Business were raised by the relevant Tax Authority in any audit or examination that would reasonably be expected to result in Tax Liability with respect to the Business in a later taxable period. The Company has delivered or made available to Buyer complete and accurate copies of all Tax Returns of the Company or with respect to the Business for all taxable years remaining open under the applicable statute of limitations, including, promptly upon their availability, for the most recent taxable year, and complete and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Company since the Company’s inception. 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 which waiver or extension has not since expired, nor has any request been made in writing for any such extension or waiver. The Company is not, and has never been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract. The Company has withheld and paid to the relevant Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, and Seller of the Company or other Person. For purposes of this Section 3.18, any reference to the Company shall be deemed to include any predecessor of the Company or Person that merged with or was liquidated into the Company.

an individual who works full-time for the Company or any of its Affiliates providing services normally provided by an employee and who is subject to the same direction and control by the Company or such Affiliate over the details and methods of work as an employee of the Company or such Affiliate; and

Income Tax Liability. Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

the Vendor has not incurred any obligation or liability, contingent or otherwise for broker's or finder's fees in respect of the transactions contemplated by this Agreement;

Business of the Corporation

to the extent they have not been fully performed at or prior to the Time of Closing, the remaining representations and warranties set forth in Sections 3.1 and 3.2 shall continue in full force and effect for a period of two years from the date of this Agreement.