has been separately filed with the
SEC.
HAS EVER BEEN MADE BY A GOVERNMENTAL AUTHORITY IN A JURISDICTION WHERE THE
SELLER DOES NOT FILE A TAX RETURN THAT IT IS OR MAY BE SUBJECT TO TAXATION BY
THAT JURISDICTION. THE SELLER HAS NOT REQUESTED AN EXTENSION OF TIME WITHIN
WHICH TO FILE ANY TAX RETURN WHICH HAS NOT SINCE BEEN FILED. THE SELLER HAS MADE
AVAILABLE TO THE PURCHASER ACCURATE AND COMPLETE COPIES OF ALL TAX RETURNS OF
THE SELLER (AND THEIR PREDECESSORS) FOR THE FINANCIAL YEARS ENDED MARCH 31 2007,
2008 AND 2009.
9.15.2
THE SELLER DOES NOT HAVE AND NOR SHALL IT HAVE ADDITIONAL LIABILITY
FOR TAXES WITH RESPECT TO ANY TAX RETURN WHICH WAS REQUIRED BY APPLICABLE LAWS
TO BE FILED ON OR BEFORE THE CLOSING DATE, OTHER THAN THOSE REFLECTED AS
LIABILITIES IN LINE ITEMS ON THE BALANCE SHEET. THE AMOUNTS REFLECTED AS
LIABILITIES IN LINE ITEMS ON THE BALANCE SHEET AND IN THE NOTES TO ACCOUNTS
UNDER THE HEAD "CONTINGENT LIABILITIES" FOR ALL TAXES ARE ADEQUATE TO COVER ALL
UNPAID LIABILITIES FOR ALL TAXES, WHETHER OR NOT DISPUTED, THAT HAVE ACCRUED
WITH RESPECT TO, OR ARE APPLICABLE TO, THE PERIOD ENDED ON AND INCLUDING THE
CLOSING DATE. SINCE THE DATE OF THE BALANCE SHEET, THE SELLER HAS NOT INCURRED
ANY LIABILITY FOR TAXES ARISING FROM EXTRAORDINARY GAINS OR LOSSES, AS THAT TERM
IS USED IN GAAP.
9.15.3
ALL TAXES THAT THE SELLER IS REQUIRED BY LAW TO WITHHOLD OR COLLECT
AND AMOUNTS REQUIRED TO BE WITHHELD OR COLLECTED IN CONNECTION WITH ANY AMOUNT
PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, SHAREHOLDER, OR
OTHER PERSON, HAVE BEEN DULY WITHHELD OR COLLECTED. TO THE EXTENT REQUIRED BY
APPLICABLE LAW, ALL SUCH AMOUNTS HAVE BEEN PAID OVER TO THE PROPER GOVERNMENTAL
AUTHORITY.
9.15.4
TO THE KNOWLEDGE OF THE SELLER, NO GOVERNMENTAL AUTHORITY SHALL
ASSESS ANY ADDITIONAL TAXES FOR ANY PERIOD FOR WHICH TAX RETURNS HAVE BEEN
FILED. EXCEPT AS SET FORTH IN CLAUSE 9.15.4 OF THE SELLER DISCLOSURE SCHEDULE,
NO FEDERAL, STATE, LOCAL OR OTHER PROCEEDINGS ARE PENDING OR BEING CONDUCTED,
NOR HAS THE SELLER RECEIVED ANY: (A) NOTICE FROM ANY GOVERNMENTAL AUTHORITY THAT
ANY SUCH AUDIT OR OTHER PROCEEDING IS PENDING, THREATENED OR CONTEMPLATED;
(B) REQUEST FOR INFORMATION RELATED TO TAX MATTERS; OR (C) NOTICE OF TAX DUES OR
PROPOSED ADJUSTMENT FOR ANY AMOUNT OF TAX PROPOSED, ASSERTED OR ASSESSED BY ANY
GOVERNMENTAL AUTHORITY AGAINST THE SELLER, WITH RESPECT TO ANY TAXES DUE FROM OR
WITH RESPECT TO THE SELLER OR ANY TAX RETURN FILED BY OR WITH RESPECT TO THE
SELLER. THE SELLER HAS NOT GRANTED OR BEEN REQUESTED TO GRANT ANY WAIVER OF ANY
STATUTES OF LIMITATIONS APPLICABLE TO ANY MATERIAL CLAIM FOR TAXES OR WITH
RESPECT TO ANY MATERIAL TAX ASSESSMENT OR TAX DUES (INCLUDING TAX DEMANDS
RAISED, WHETHER ON COMPLETION OR ASSESSMENT, INCLUDING INTEREST AND PENALTY, IF
ANY). THE SELLER HAS DELIVERED TO THE PURCHASER ACCURATE AND COMPLETE COPIES OF
ALL EXAMINATION REPORTS AND STATEMENTS OF DUES ASSESSED AGAINST OR AGREED