Tax Withholding. Participant authorizes the Company to deduct, to the extent required by statute or regulation, from payments of any kind due to Participant or anyone claiming through Participant, the amount of the federal, state, local or other taxes relating to any present or future Award under the Plan. This authority shall include authority to withhold or receive Common Stock or other property and to make cash payments in respect thereof in satisfaction of the Participant’s tax obligations. Withholding of taxes in the form of shares of Common Stock from the profit attributable to the Award shall not occur at a rate that exceeds the maximum individual federal and state statutory tax rates in the applicable jurisdiction.

TAX WITHHOLDING. Interpublic or its designee shall be entitled to withhold from any payment under the Plan, and/or from other amounts payable, an amount that it determines is required to be withheld to satisfy all federal, state, and other governmental requirements related to the payment and imputed wages under the Plan. The Participant or Beneficiary, as the case may be, shall bear all taxes on amounts paid or accrued under the Plan to the extent that taxes are not withheld, irrespective of whether withholding is required.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each # has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, # has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

Excise Tax. The Ceding Company and the Reinsurer acknowledge and agree that, as of the date hereof, premiums payable pursuant to this Agreement are subject to the excise tax imposed by Section 4371 of the Code (the “Premium Excise Tax”). The Ceding Company shall be responsible for reporting and remitting the Premium Excise Tax as indicated on the Monthly Accounting Report. The Premium Excise Tax shall be borne by the Reinsurer through inclusion on the Monthly Accounting Report.

Tax Returns. (a) All material Tax Returns required to be filed by or on behalf of [[Organization B:Organization]] have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; # all Taxes of [[Organization B:Organization]] required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on [[Organization B:Organization]]’s balance sheet; # no waivers of statutes of limitation have been given or requested with respect to [[Organization B:Organization]] in connection with any Tax Returns covering [[Organization B:Organization]] or with respect to any Taxes payable by it; # no Governmental Body in a jurisdiction where [[Organization B:Organization]] does not file Tax Returns has made a claim, assertion or threat to [[Organization B:Organization]] that [[Organization B:Organization]] is or may be subject to taxation by such jurisdiction; # [[Organization B:Organization]] has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws; # there are no Liens with respect to Taxes on the property or assets of [[Organization B:Organization]] other than Permitted Liens; # there are no Tax rulings, requests for rulings, or closing agreements relating to [[Organization B:Organization]] for any period (or portion of a period) that would affect any period after the date hereof; and # any adjustment of Taxes of [[Organization B:Organization]] made by a Governmental Body in any examination that [[Organization B:Organization]] is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by [[Organization B:Organization]] are true, correct and complete.

Tax Consequences. It is intended by the Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of U.S. Income Tax Regulations Sections 1.368-2(g) and 1.368-3(a).

Tax Opinion. The Company shall have received the Tax Opinion.

Tax Withholding. Whenever the Company proposes or is required to distribute Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state and local tax withholding requirements prior to the delivery of any certificate for such shares or, in the discretion of the Committee, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. Whenever under the Plan payments are to be made in cash, such payments may be net of an amount sufficient to satisfy any Federal, state and local tax withholding requirements.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to minimize tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by one Party to the other Party under this Agreement. Without limiting the generality of the foregoing, the withholding Party will provide the paying Party any tax forms and other information that may be reasonably necessary in order for to lawfully avoid tax withholding. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax.

Tax Payments. Borrower and each of its Subsidiaries have paid all taxes and assessments payable by it which have become due, other than # those for which the failure to pay could not reasonably be expected to have a Material Adverse Effect and # those being contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower and its Subsidiaries in accordance with generally accepted accounting principles. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the knowledge of Borrower, threatened by any authority regarding any taxes relating to Borrower or any of its Subsidiaries that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.