definiens: ( withinthe meaning of Section 421(b ) of the Code)as a result of the Merger, and it is intended that the amount realized as a result of such attributable to such a disqualifying disposition for Tax purposes will be equal to the fair market value of suchCompany Capital Stock at the time of such which amount shall be reported on Form W-2 for the year in whichsuch amounts are paid to the Company 45Holder pursuant to this Agreement ; provided, however, that no amount with respect to the Escrow Amount or any Contingent Payments willbe reported on a Form W-2 to such Company Holder prior to actual payment of such amounts, except as otherwise expressly required by aTaxing authority . Buyer, the Surviving Corporation and the applicable Company Holder shall file all Tax Returns consistently with theforegoing Tax treatment, except as otherwise expressly required by a Taxing authority . Neither Buyer, the Surviving Corporation, nor any oftheir Affiliates, agents or representatives shall have any liability to the Company, any Company Holder or any of their Affiliates as a result ofany Taxing authority taking a contrary position