BUSINESS, NOR HAS SUCH EVENT BEEN
ASSERTED OR THREATENED.
(D)
THE SELLER, WITH RESPECT TO THE BUSINESS,
HAS TIMELY AND PROPERLY WITHHELD AND PAID TO THE PROPER TAX AUTHORITIES ALL
TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH AMOUNTS PAID OR
OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER, OR OTHER
THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, AMOUNTS REQUIRED TO BE WITHHELD
UNDER SECTIONS 1441 AND 1442 OF THE IRC (OR SIMILAR PROVISIONS OF STATE, LOCAL
OR FOREIGN LAW).
(E)
THE SELLER, WITH RESPECT TO THE BUSINESS,
HAS NOT WAIVED ANY STATUTORY PERIOD OF LIMITATIONS FOR THE ASSESSMENT OF ANY
TAXES OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR
DEFICIENCY OTHER THAN IN THE
16
CASE OF ANY SUCH WAIVERS OR EXTENSIONS IN RESPECT OF AN ASSESSMENT OR DEFICIENCY
OF TAX THE LIABILITY OF WHICH HAS BEEN SATISFIED OR SETTLED.
(F)
NO CLAIM HAS BEEN MADE BY A TAX AUTHORITY
IN A JURISDICTION WHERE THE SELLER, WITH RESPECT TO THE BUSINESS, DOES NOT FILE
TAX RETURNS THAT THE BUSINESS IS OR MAY BE SUBJECT TO TAXATION BY THAT
JURISDICTION.
(G)
NONE OF THE ASSETS OF THE BUSINESS (I) IS
REQUIRED TO BE TREATED AS BEING OWNED BY ANY OTHER PERSON PURSUANT TO THE
SO-CALLED SAFE HARBOR LEASE PROVISIONS OF FORMER SECTION 168(F)(8) OF IRC,
(II) SECURE ANY DEBT THE INTEREST ON WHICH IS TAX-EXEMPT UNDER SECTION 103(A) OF
THE IRC, (III) IS TAX-EXEMPT USE PROPERTY WITHIN THE MEANING OF
SECTION 168(H) OF THE IRC, OR (IV) IS LEASED PURSUANT TO A SECTION 467 RENTAL
AGREEMENT WITHIN THE MEANING OF SECTION 467 OF THE IRC.
(H)
THE SELLER, WITH RESPECT TO THE BUSINESS,
HAS NOT AGREED TO OR IS REQUIRED TO MAKE ANY ADJUSTMENT PURSUANT TO
SECTION 481(A) OF THE IRC BY REASON OF A CHANGE IN ACCOUNTING METHOD INITIATED
BY THE BUSINESS AND THE SELLER, WITH RESPECT TO THE BUSINESS, HAS NO KNOWLEDGE
THAT THE IRS HAS PROPOSED ANY SUCH ADJUSTMENT OR CHANGE IN ACCOUNTING METHOD.
(I)
NEITHER THE SELLER, WITH RESPECT TO THE
BUSINESS, NOR THE COMPANY HAS ANY OBLIGATION UNDER ANY TAX INDEMNITY, TAX
ALLOCATION OR SHARING AGREEMENT OR ARRANGEMENT, AND AFTER THE CLOSING DATE,
NEITHER THE SELLER, WITH RESPECT TO THE BUSINESS, NOR THE COMPANY WILL BE A
PARTY TO, BOUND BY OR HAVE ANY OBLIGATION UNDER ANY TAX ALLOCATION OR TAX
SHARING AGREEMENT OR ARRANGEMENT, OR HAVE ANY LIABILITY THEREUNDER, FOR AMOUNTS
DUE IN RESPECT OF PERIODS PRIOR TO AND INCLUDING THE CLOSING DATE.
(J)
THERE ARE NO LIENS RELATED TO TAXES ON
ANY OF THE ASSETS OF THE BUSINESS, OTHER THAN FOR CURRENT TAXES NOT YET DUE AND
PAYABLE.
(K)
THE COMPANY IS NOT A PARTY TO ANY
AGREEMENT, CONTRACT, ARRANGEMENT OR PLAN THAT HAS RESULTED, OR WOULD RESULT, IN
A PAYMENT THAT WOULD NOT BE FULLY DEDUCTIBLE AS A RESULT OF SECTION 280G OF THE
IRC OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN LAW.
THERE IS NO
AGREEMENT THAT BINDS THE