4.6. Taxes. (a) All income and other material or material in the aggregate Tax Returns required to have been filed by William Penn and any of the William Penn Subsidiaries have been, or will be, duly and timely filed (taking into account extensions of time to file), and each such Tax Return is, or will be, true, correct and complete in all material respects. All income and other material Taxes due and payable by William Penn and any of the William Penn Subsidiaries (whether or not shown on any Tax Return) have been paid. (b) Except as set forth on William Penn Disclosure Schedule 4.6(b), there is no action, audit, dispute or claim now pending or proposed or threatened in writing against William Penn or any of the William Penn Subsidiaries in respect of Taxes. Except as set forth on William Penn Disclosure Schedule 4.6(b), neither William Penn nor any of the William Penn Subsidiaries is the beneficiary of any extension of time within which to file any income or other material Tax Return which Tax Return has not been filed. No written claim has been made by a Taxing Authority in the last five (5) years in a jurisdiction where William Penn or any of the William Penn Subsidiaries did not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no Liens on any of the assets of William Penn with respect to Taxes other than for Taxes not yet due and payable. (c) William Penn and any of the William Penn Subsidiaries has withheld and timely paid all material Taxes required to have been withheld and paid in connection with amounts paid and has complied with all information reporting and backup withholding requirements in all material respects. (d) William Penn Disclosure Schedule 4.6(d) lists all Tax Returns filed by William Penn or the William Penn Subsidiaries for taxable periods ended on or after June 30, 2016 that have been or are currently the subject of audit. Except as set forth on William Penn Disclosure Schedule 4.6(d), neither William Penn nor any of the William Penn Subsidiaries 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 which waiver or extension is still in effect. (e) No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to the Knowledge of William Penn are pending with respect to William Penn or any of the William Penn Subsidiaries. Neither William Penn nor any of the William Penn Subsidiaries has received from any foreign, federal, state, or local Taxing Authority (including jurisdictions where William Penn has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (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 any Taxing Authority against William Penn or any of the William Penn Subsidiaries. (f) William Penn is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither William Penn nor any of the William Penn Subsidiaries has been a member of a Relevant Group other than a Relevant Group of which William Penn is the parent. (g) Neither William Penn nor any of the William Penn Subsidiaries has agreed to, or is required to, make any adjustment under Section 481(a) of the Code. Neither William Penn nor any of the William Penn Subsidiaries has been a “distributing corporation” or a “controlled corporation” with respect to a transaction described in Section 355 of the Code within the five (5) year period ending as of the date of this Agreement. Neither William Penn nor any of the William Penn Subsidiaries is subject to a private ruling from or agreement with any Taxing Authority. William Penn has disclosed on its federal income Tax Returns all positions taken in those Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Except as set forth on William Penn Disclosure Schedule 4.6(g), neither William Penn nor any of the William Penn Subsidiaries has participated in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. (h) Except as set forth on William Penn Disclosure Schedule 4.6(h), neither William Penn nor any of the William Penn Subsidiaries is a party to an agreement the principal purpose of which is Tax allocation or sharing. A-20
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