IN
WRITING OR (II) AS TO WHICH ANY OF SELLING EQUITYHOLDERS AND THE DIRECTORS AND
OFFICERS OF THE BLOCKER ENTITY HAS KNOWLEDGE BASED UPON PERSONAL CONTACT WITH
ANY AGENT OF SUCH AUTHORITY.
(C)
SCHEDULE 2.3(C) LISTS ALL MATERIAL FEDERAL, STATE, LOCAL, AND
NON-U.S. TAX RETURNS FILED WITH RESPECT TO THE BLOCKER ENTITY FOR TAXABLE
PERIODS ENDED ON OR AFTER DECEMBER 31, 2006, INDICATES THOSE TAX RETURNS THAT
HAVE BEEN AUDITED, AND INDICATES THOSE TAX RETURNS THAT CURRENTLY ARE THE
SUBJECT OF AUDIT.
THE SELLING EQUITYHOLDERS HAVE DELIVERED TO PARENT CORRECT
AND COMPLETE COPIES OF ALL MATERIAL FEDERAL INCOME TAX RETURNS, EXAMINATION
REPORTS, AND STATEMENTS OF DEFICIENCIES ASSESSED AGAINST, OR AGREED TO BY THE
BLOCKER ENTITY SINCE DECEMBER 31, 2006.
THE BLOCKER ENTITY HAS NOT WAIVED ANY
STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR AGREED TO ANY EXTENSION OF TIME
WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY.
(D)
THE BLOCKER ENTITY IS NOT A PARTY TO ANY AGREEMENT, CONTRACT,
ARRANGEMENT, OR PLAN THAT HAS RESULTED OR WOULD RESULT, SEPARATELY OR IN THE
AGGREGATE, IN THE PAYMENT OF ANY "EXCESS PARACHUTE PAYMENT" WITHIN THE MEANING
OF CODE §280G (OR ANY CORRESPONDING PROVISION OF STATE, LOCAL, OR NON-U.S. TAX
LAW).
EITHER (I) THE BLOCKER ENTITY HAS NOT BEEN A UNITED STATES REAL PROPERTY
HOLDING CORPORATION WITHIN THE MEANING OF CODE §897(C)(2) DURING THE APPLICABLE
PERIOD SPECIFIED IN CODE §897(C)(1)(A)(II) OR (II) THE SELLING EQUITYHOLDER IS
NOT A "FOREIGN PERSON" WITHIN THE MEANING OF CODE §§1445 AND 7701.
THE BLOCKER
ENTITY IS NOT A PARTY TO OR BOUND BY ANY TAX ALLOCATION OR SHARING AGREEMENT.
THE BLOCKER ENTITY (A) HAS NOT BEEN A MEMBER OF AN AFFILIATED GROUP FILING A
CONSOLIDATED FEDERAL INCOME TAX RETURN (OTHER THAN A GROUP THE COMMON PARENT OF
WHICH WAS TARGET) OR (B) DOES NOT HAVE ANY LIABILITY FOR THE TAXES OF ANY PERSON
UNDER REG. §1.1502-6 (OR ANY SIMILAR PROVISION OF STATE, LOCAL, OR NON-U.S.
LAW), AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE.
(E)
THE UNPAID TAXES OF THE BLOCKER ENTITY (A) DID NOT, AS OF
[_______ __, ____] [1], EXCEED THE RESERVE FOR TAX LIABILITY (EXCLUDING ANY
PORTION OF SUCH RESERVE FOR DEFERRED TAXES ESTABLISHED TO REFLECT TIMING
DIFFERENCES BETWEEN BOOK AND TAXABLE INCOME) REFLECTED AS A LIABILITY SET FORTH
ON THE BALANCE SHEET CONTAINED WITHIN THE UNAUDITED CONSOLIDATED BALANCE SHEETS
AND STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS' EQUITY, AND CASH FLOW AS OF
AND FOR THE MONTHS ENDED [_______ ___, ____] [2] (RATHER THAN IN ANY NOTES
THERETO) (THE "BLOCKER BALANCE SHEET") AND (B) WILL NOT EXCEED THAT RESERVE AS
ADJUSTED FOR OPERATIONS AND TRANSACTIONS THROUGH THE CLOSING DATE IN THE
ORDINARY COURSE OF BUSINESS AND IN ACCORDANCE WITH THE PAST CUSTOM AND PRACTICE
OF THE BLOCKER ENTITY IN FILING THEIR TAX RETURNS.
[1]
Such date to be the date of the last unaudited financial
statements of the Blocker Entity.
[2]
Such date to be the date of the last unaudited financial
statements of the Blocker Entity.
(F)
THE BLOCKER