RETURNS REQUIRED TO HAVE
BEEN FILED, EACH SUCH TAX RETURN HAS BEEN PREPARED IN COMPLIANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS, AND ALL SUCH TAX RETURNS ARE TRUE AND
ACCURATE IN ALL RESPECTS.
THE CORPORATION HAS PAID ALL TAXES DUE OR OWING
(WHETHER OR NOT SHOWN ON ANY TAX RETURN) TO ANY TAXING
AUTHORITY. WITH RESPECT
TO ANY TAXES THAT ARE NOT YET DUE AND OWING, THE CORPORATION HAS MADE SUFFICIENT
ACCRUALS ON THE FINANCIAL STATEMENTS.
THE CORPORATION HAS COMPLIED WITH ALL
APPLICABLE LAWS RELATING TO THE PAYMENT AND WITHHOLDING OF TAXES AND HAS DULY
AND TIMELY WITHHELD AND PAID OVER TO THE APPROPRIATE TAXING AUTHORITY ALL
AMOUNTS REQUIRED TO BE SO WITHHELD AND PAID UNDER ALL APPLICABLE LAWS. THERE ARE
NO OUTSTANDING REQUESTS FOR, AND THE CORPORATION HAS NOT BEEN GRANTED ANY,
EXTENSIONS OF TIME WITHIN WHICH TO FILE TAX RETURNS.
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5.7.2
NONE OF THE TAX RETURNS CONTAIN NOR HAVE REQUIRED A DISCLOSURE
STATEMENT UNDER SECTION 6662 OF THE CODE (OR ANY PREDECESSOR STATUTE RELATING TO
THE PENALTIES FOR SUBSTANTIAL UNDERSTATEMENT OF INCOME TAX) OR ANY SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN LAW.
5.7.3
NEITHER THE IRS NOR ANY OTHER TAXING AUTHORITY HAS ASSERTED,
PROPOSED OR ASSESSED AGAINST THE CORPORATION ANY DEFICIENCY OR CLAIM FOR TAXES
WHICH HAS NOT BEEN SETTLED OR OTHERWISE RESOLVED.
THE CORPORATION HAS NO
REQUEST FOR ANY RULINGS WITH REGARD TO ANY TAX PENDING BEFORE THE IRS, OR ANY
STATE, LOCAL OR FOREIGN TAXING AUTHORITY.
5.7.4
ALL TAX DEFICIENCIES PROPOSED, ASSERTED OR ASSESSED AGAINST THE
CORPORATION HAVE BEEN PAID OR FINALLY SETTLED AND NO AMOUNTS WITH RESPECT
THERETO REMAIN UNPAID.
5.7.5
NEITHER THE IRS NOR ANY STATE, FOREIGN OR LOCAL TAXING AUTHORITY
HAS AUDITED, IS PRESENTLY AUDITING OR HAS NOTIFIED THE CORPORATION IN WRITING OF
THE COMMENCEMENT OF AN AUDIT OF ANY TAX RETURN OF THE CORPORATION.
TO THE
CORPORATION'S KNOWLEDGE, THERE IS NO THREATENED ACTION, AUDIT, PROCEEDING, OR
INVESTIGATION AGAINST OR WITH RESPECT TO THE CORPORATION WITH RESPECT TO:
(I) THE ASSESSMENT OR COLLECTION OF TAXES; OR (II) A CLAIM FOR REFUND MADE BY
THE CORPORATION WITH RESPECT TO TAXES PREVIOUSLY PAID.
5.7.6
THE CORPORATION HAS NOT WAIVED OR REQUESTED TO WAIVE ANY STATUTE OF
LIMITATIONS WITH RESPECT TO THE ASSESSMENT OF ANY TAX OR AGREED TO ANY EXTENSION
OF TIME WITH RESPECT TO THE ASSESSMENT OF ANY TAX.
5.7.7
THERE ARE NO LIENS FOR TAXES (OTHER THAN FOR TAXES NOT YET DUE AND
PAYABLE) UPON ANY OF THE ASSETS OF THE CORPORATION.
5.7.8
THE SURVIVING CORPORATION WILL NOT BE REQUIRED: (I) TO INCLUDE IN
INCOME ANY ADJUSTMENT PURSUANT TO SECTION 481(A) OF THE CODE (OR SIMILAR
PROVISIONS OF OTHER LAW) BY REASON OF A CHANGE IN ACCOUNTING METHOD NOR DOES THE
CORPORATION HAVE ANY KNOWLEDGE THAT THE IRS (OR OTHER TAXING AUTHORITY) HAS
PROPOSED, OR IS CONSIDERING, ANY CHANGE IN ACCOUNTING METHOD REQUIRING ANY
ADJUSTMENT TO THE INCOME OF THE CORPORATION FOR ANY PAST, PRESENT, OR FUTURE
TAXABLE PERIOD; OR, (II) TO INCLUDE ANY ITEM OF INCOME IN, OR