HAS ANY LIABILITY AS A
RESULT OF BEING OR HAVING BEEN A MEMBER OF AN AFFILIATED, CONSOLIDATED, COMBINED
OR UNITARY GROUP, OTHER THAN A GROUP OF WHICH THE COMPANY AND THE SUBSIDIARIES
ARE CURRENTLY MEMBERS, OR AS A RESULT OF A TAX SHARING, TAX INDEMNITY OR TAX
ALLOCATION AGREEMENT.
(V)
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES HAS DISTRIBUTED
STOCK OF ANOTHER PERSON OR, TO THE COMPANY'S KNOWLEDGE, HAD ITS STOCK
DISTRIBUTED BY ANOTHER PERSON IN A TRANSACTION THAT WAS INTENDED TO BE GOVERNED
IN WHOLE OR IN PART BY SECTION 355 OR 361 OF THE CODE IN THE TWO YEARS PRIOR TO
THE DATE OF THIS AGREEMENT.
(VI)
TO THE COMPANY'S KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF THE
SUBSIDIARIES WILL BE REQUIRED BASED UPON ACTIONS TAKEN BY THE COMPANY OR ANY OF
THE SUBSIDIARIES PRIOR TO THE CLOSING TO INCLUDE ANY ITEM OF INCOME IN, OR
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 (A) CHANGE
IN METHOD OF ACCOUNTING FOR A TAXABLE PERIOD ENDING ON OR PRIOR TO THE CLOSING
DATE, (B) "CLOSING AGREEMENT" AS DESCRIBED IN SECTION 7121 OF THE CODE (OR ANY
CORRESPONDING OR SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN INCOME TAX LAW)
EXECUTED ON OR PRIOR TO THE CLOSING DATE, (C) INSTALLMENT SALE OR OPEN
TRANSACTION DISPOSITION MADE ON OR PRIOR TO THE CLOSING DATE OR (D) PREPAID
AMOUNT RECEIVED ON OR PRIOR TO THE CLOSING DATE.
(VII)
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES IS A PARTY TO ANY
UNDERSTANDING OR ARRANGEMENT DESCRIBED IN SECTION 6111(D) OR
SECTION 6662(D)(2)(C)(II) OF THE CODE, OR HAS "PARTICIPATED" IN A "REPORTABLE
TRANSACTION" WITHIN THE MEANING OF TREASURY REGULATIONS SECTION 1.6011-4
(WITHOUT REGARD TO SECTION (B)(3) THEREOF) (EACH A "PROHIBITED TRANSACTION").
(VIII)
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES HAS PARTICIPATED
IN OR COOPERATED WITH AN INTERNATIONAL BOYCOTT WITHIN THE MEANING OF SECTION 999
OF THE CODE OR BEEN REQUESTED TO DO SO IN CONNECTION WITH ANY TRANSACTION OR
PROPOSED TRANSACTION.
22
(IX)
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES IS A "UNITED
STATES REAL PROPERTY HOLDING CORPORATION" ("USRPHC") AS THAT TERM IS DEFINED IN
SECTION 897(C)(2) OF THE CODE, AND THE TREASURY REGULATIONS PROMULGATED
THEREUNDER.
(X)
THE COMPANY HAS PROVIDED OR MADE AVAILABLE TO BUYER TRUE,
COMPLETE AND CORRECT COPIES OF (A) ALL MATERIAL TAX RETURNS FILED BY THE COMPANY
OR ANY OF THE SUBSIDIARIES FOR TAX YEARS ENDING IN 2005 AND THEREAFTER AND
(B) ALL MATERIAL RULING REQUESTS, PRIVATE LETTER RULINGS, NOTICES OF PROPOSED
DEFICIENCIES, CLOSING AGREEMENTS, SETTLEMENT AGREEMENTS, AND SIMILAR DOCUMENTS
SENT TO OR RECEIVED BY THE COMPANY OR ANY OF THE SUBSIDIARIES RELATING TO TAXES.
w.
Transactions With Related Parties.
Except as set forth on
Schedule 3(w), there have been no transactions that are required to be reported
under 17 C.F.R. 229.404(a) ("Related Party Transactions"), that have not already
been disclosed in the SEC Documents.
x.
Application of Takeover Protections;