EXCLUDE ANY ITEM
OF DEDUCTION FROM, TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR PORTION THEREOF)
ENDING AFTER THE CLOSING DATE AS A RESULT OF ANY "CLOSING AGREEMENT," AS
DESCRIBED IN SECTION 7121 OF THE CODE (OR ANY CORRESPONDING PROVISION OF STATE,
LOCAL OR FOREIGN INCOME TAX LAW).
5.7.9
THE CORPORATION HAS NOT MADE OR BECOME OBLIGATED TO MAKE, OR WILL
MAKE, AS A RESULT OF ANY TRANSACTIONS CONTEMPLATED HEREBY, ANY "PARACHUTE
PAYMENTS" AS DEFINED IN SECTION 280G OF THE CODE (WITHOUT REGARD TO SUBSECTION
(B)(4) THEREOF).
5.7.10
THE CORPORATION IS NOT, AND HAS NOT BEEN, A "U.S. REAL PROPERTY
HOLDING CORPORATION" WITHIN THE MEANING OF SECTION 897 OF THE CODE DURING THE
APPLICABLE PERIOD SPECIFIED IN SECTION 897(C)(1)(A)(II) OF THE CODE.
5.7.11
THERE ARE NO ELECTIONS, CONSENTS OR AGREEMENTS WITH TAX AUTHORITIES
OTHER THAN THOSE REFLECTED ON TAX FORMS FILED WITH TAX AUTHORITIES, COPIES OF
WHICH HAVE BEEN PROVIDED TO THE PURCHASER PRIOR TO THE CLOSING DATE.
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5.7.12
THE CORPORATION IS NOT A PARTY TO ANY TAX SHARING, INDEMNITY OR
SIMILAR AGREEMENT OR ARRANGEMENT, INCLUDING ANY TERMINATED AGREEMENT AS TO WHICH
IT HAS ANY CONTINUING LIABILITY, AND HAS NO CURRENT OR POTENTIAL CONTRACTUAL
OBLIGATION TO INDEMNIFY ANY OTHER PERSON WITH RESPECT TO TAXES.
5.7.13
THE CORPORATION IS NOT AND HAS NEVER BEEN A MEMBER OF ANY
CONSOLIDATED, COMBINED, AFFILIATED OR UNITARY GROUP OF CORPORATIONS FOR ANY TAX
PURPOSES.
5.7.14
NO CLAIM HAS EVER BEEN MADE TO THE CORPORATION IN WRITING BY ANY
JURISDICTION IN WHICH THE CORPORATION DOES NOT FILE TAX RETURNS TO THE EFFECT
THAT THE CORPORATION IS OR MAY BE SUBJECT TO ANY TAX IMPOSED BY THAT
JURISDICTION.
5.7.15
THE CORPORATION HAS NO LIABILITY FOR THE TAXES OF ANY OTHER PERSON
UNDER TREASURY REGULATION SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OF STATE,
LOCAL OR FOREIGN LAW), AS TRANSFEREE OR SUCCESSOR, BY CONTRACT OR OTHERWISE.
5.7.16
EXCEPT FOR DIVIDENDS OF EXCLUDED ASSETS, THE CORPORATION HAS NOT
PAID ANY DIVIDENDS IN THE PAST SEVEN (7) YEARS OTHER THAN CASH DIVIDENDS.
5.7.17
ALL TRANSACTIONS BETWEEN THE CORPORATION AND ANY AFFILIATES OR ANY
RELATED PERSON (AS DEFINED IN SECTION 267 OF THE CODE) HAVE BEEN CONSUMMATED ON
AN ARMS LENGTH BASIS FOR FAIR VALUE IN ACCORDANCE WITH THE GUIDELINES
ESTABLISHED UNDER SECTION 482 OF THE CODE.
5.7.18
THE CORPORATION HAS NOT PARTICIPATED IN ANY REPORTABLE TRANSACTION,
AS DEFINED IN TREASURY REGULATION SECTION 1.6011-4(B)(1), OR A TRANSACTION
SUBSTANTIALLY SIMILAR TO A REPORTABLE TRANSACTION.
5.7.19
THE CORPORATION HAS NOT CONSTITUTED EITHER A "DISTRIBUTING
CORPORATION" OR A "CONTROLLED CORPORATION" (WITHIN THE MEANING OF
SECTION 355(A)(1)(A) OF THE CODE) IN A DISTRIBUTION OF STOCK QUALIFYING FOR
TAX-FREE TREATMENT UNDER SECTION 355 OF THE CODE: (I) IN THE TWO (2) YEARS PRIOR
TO THE DATE OF THIS AGREEMENT; OR, (II) IN A DISTRIBUTION WHICH COULD OTHERWISE
CONSTITUTE PART OF A "PLAN" OR "SERIES OF RELATED TRANSACTIONS" (WITHIN THE
MEANING OF SECTION 355(E) OF THE CODE) IN CONJUNCTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
5.7.20
THE CORPORATION HAS PROPERLY AND TIMELY ELECTED UNDER CODE SECTIONS