Extract to table

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each undersigned Seller hereby certifies, represents, warrants, and acknowledges as follows: SECTION 1: DEFINITIONS For purposes of this Tax Closing Certificate, the following terms shall have the meanings set forth below

All other capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement

Each Seller hereby consents to such withholding and remittance and acknowledges that such amounts shall reduce, on a dollar-for-dollar basis, the cash consideration otherwise payable to such Seller at the Closing

Each Seller further acknowledges that any overpayment of nonresident withholding taxes may be recovered by such Seller directly from the applicable state taxing authority through the filing of an income tax return for the relevant taxable year, and that neither Holdings, Intermediate, Merger Sub, the Company, nor any of their respective affiliates shall bear any liability or obligation in connection with any such overpayment or recovery

The Sellers further acknowledge that the allocation of the aggregate equity value among the Sellers shall be made in accordance with each Seller's pro rata membership interest percentage as set forth in Section 8

Each Rollover Participant acknowledges that the failure to timely file a Section 83(b) election may result in adverse tax consequences, and that none of Holdings, Intermediate, Merger Sub, the Company, Ardent Capital Partners III LP, or any of their respective affiliates, officers, directors, employees, or advisors shall bear any liability or responsibility for any such failure