A WAIVER
OR EXTENSION GIVEN BY ANY OTHER PERSON) OF ANY STATUTE OF LIMITATIONS RELATING
TO THE PAYMENT OF TAXES OF AN ACQUIRED ENTITY OR FOR WHICH AN ACQUIRED ENTITY
MAY BE LIABLE.
(C)
POST-CLOSING TAX LIABILITIES.
THE UNPAID TAXES OF THE ACQUIRED
ENTITIES DO NOT, AS OF THE CLOSING DATE, EXCEED THE RESERVE FOR TAX LIABILITY
(RATHER THAN ANY RESERVE FOR DEFERRED TAXES ESTABLISHED TO REFLECT TIMING
DIFFERENCES BETWEEN BOOK AND TAX INCOME) SET FORTH ON THE FACE OF THE INTERIM
BALANCE SHEET.
EXCEPT AS DISCLOSED IN SCHEDULE 4.17(C), SINCE DECEMBER 31,
2002, NO ACQUIRED ENTITY HAS RECEIVED NOTICE OF ANY PROPOSED TAX ASSESSMENT OR
DEFICIENCY AGAINST ANY ACQUIRED ENTITY.
SINCE THE DATE OF THE INTERIM BALANCE
SHEET, THE ACQUIRED ENTITIES HAVE NOT INCURRED ANY LIABILITY FOR TAXES ARISING
FROM EXTRAORDINARY GAINS OR LOSSES, AS THAT TERM IS USED IN GAAP, OUTSIDE THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST CUSTOM AND PRACTICE.
(D)
TRANSACTIONS AFFECTING POST-CLOSING TAX YEARS.
THE ACQUIRED
ENTITIES WILL NOT BE REQUIRED 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 (I) CHANGE IN METHOD
OF ACCOUNTING FOR A TAXABLE PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE, (II)
"CLOSING AGREEMENT" AS DESCRIBED IN CODE SECTION 7121 (OR ANY CORRESPONDING
PROVISION OR SIMILAR PROVISION OF FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX
LAW) EXECUTED ON OR PRIOR TO THE CLOSING DATE, (III) INSTALLMENT SALE OR OPEN
TRANSACTION DISPOSITION MADE ON OR PRIOR TO THE CLOSING DATE, OR (IV) PREPAID
AMOUNT RECEIVED ON OR PRIOR TO THE CLOSING DATE.
(E)
SPECIFIC POTENTIAL TAX LIABILITIES AND TAX SITUATIONS.
(I)
WITHHOLDING.
ALL TAXES THAT THE ACQUIRED ENTITIES ARE OR WERE
REQUIRED BY LEGAL REQUIREMENTS TO WITHHOLD, DEDUCT OR COLLECT PRIOR TO THE
CLOSING TIME HAVE BEEN OR WILL BE DULY WITHHELD, DEDUCTED AND COLLECTED AND, TO
THE EXTENT REQUIRED, WILL BE PAID TO THE PROPER GOVERNMENTAL BODY OR OTHER
PERSON.
(II)
TAX SHARING OR SIMILAR AGREEMENTS.
THERE IS NO TAX SHARING
AGREEMENT, TAX ALLOCATION AGREEMENT, TAX INDEMNITY OBLIGATION OR SIMILAR WRITTEN
OR
31
UNWRITTEN AGREEMENT OR PRACTICE WITH RESPECT TO TAXES (INCLUDING ANY ADVANCE
PRICING AGREEMENT, CLOSING AGREEMENT OR OTHER ARRANGEMENT RELATING TO TAXES)
THAT WILL REQUIRE ANY PAYMENT BY ANY ACQUIRED ENTITY AFTER THE CLOSING.
(III)
CONSOLIDATED GROUP.
NO ACQUIRED ENTITY (I) HAS BEEN A MEMBER OF
AN AFFILIATED GROUP (OR ANY SIMILAR GROUP DEFINED UNDER A SIMILAR PROVISION OF
FEDERAL, STATE, LOCAL OR FOREIGN LAW) (OTHER THAN THE AFFILIATED GROUP OF THE
CORPORATION) OR (II) HAS LIABILITY FOR TAXES OF ANY PERSON (OTHER THAN THE OTHER
ACQUIRED ENTITIES) UNDER §1.1502-6 OF THE TREASURY REGULATIONS (OR ANY SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN LAW), AS A TRANSFEREE OR SUCCESSOR BY
CONTRACT OR OTHERWISE.
(IV)
LISTED TRANSACTIONS.
IN THE PAST SIX YEARS, NO ACQUIRED ENTITY
HAS PARTICIPATED IN A TRANSACTION THAT HAS BEEN SPECIFICALLY IDENTIFIED BY THE
IRS AS A "LISTED"