EVALUATES ASSOCIATED LIABILITIES AND COSTS (INCLUDING ANY CAPITAL
OR OPERATING EXPENDITURES REQUIRED FOR CLEAN-UP OR CLOSURE OF PROPERTIES
PRESENTLY OR PREVIOUSLY OWNED, ANY CAPITAL OR OPERATING EXPENDITURES REQUIRED TO
ACHIEVE OR MAINTAIN COMPLIANCE WITH ENVIRONMENTAL PROTECTION STANDARDS IMPOSED
BY LAW OR AS A CONDITION OF ANY LICENSE, PERMIT OR CONTRACT, ANY RELATED
CONSTRAINTS ON OPERATING ACTIVITIES, INCLUDING ANY PERIODIC OR PERMANENT
SHUTDOWN OF ANY FACILITY OR REDUCTION IN THE LEVEL OF OR CHANGE IN THE NATURE OF
OPERATIONS CONDUCTED THEREAT, ANY COSTS OR LIABILITIES IN CONNECTION WITH
OFF-SITE DISPOSAL OF WASTES OR HAZARDOUS SUBSTANCES, AND ANY ACTUAL OR POTENTIAL
LIABILITIES TO THIRD PARTIES, INCLUDING EMPLOYEES, AND ANY RELATED COSTS AND
EXPENSES).
ON THE BASIS OF SUCH REVIEW, THE COMPANY HAS REASONABLY CONCLUDED
THAT SUCH ASSOCIATED LIABILITIES AND COSTS, INCLUDING THE COSTS OF COMPLIANCE
WITH ENVIRONMENTAL LAWS, WILL NOT HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.09.
TAXES.
(I) ALL TAX
RETURNS THAT ARE REQUIRED TO BE FILED ON OR BEFORE THE CLOSING DATE BY OR WITH
RESPECT TO THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE BEEN OR WILL BE TIMELY
FILED ON OR BEFORE THE CLOSING DATE, AND ALL SUCH
14
TAX RETURNS ARE OR WILL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS; (II) ALL
TAXES SHOWN TO BE DUE ON THE TAX RETURNS REFERRED TO IN CLAUSE (I) HAVE BEEN OR
WILL BE TIMELY PAID IN FULL; (III) ALL MATERIAL DEFICIENCIES ASSERTED OR
MATERIAL ASSESSMENTS MADE AS A RESULT OF EXAMINATIONS BY THE INTERNAL REVENUE
SERVICE OR OTHER TAX AUTHORITIES HAVE BEEN PAID IN FULL OR (A) ARE BEING
CONTESTED IN GOOD FAITH AND (B) HAVE BEEN PROPERLY REFLECTED IN ACCORDANCE WITH
U.S. GAAP IN THE SEC REPORTS; (IV) NO EXAMINATION OF ANY OF THE TAX RETURNS
REFERRED TO IN CLAUSE (I) ARE CURRENTLY PENDING; (V) NO OUTSTANDING WAIVERS OF
STATUTES OF LIMITATION HAVE BEEN GIVEN WITH RESPECT TO ANY TAXES OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES; (VI) THE COMPANY WILL NOT BE REQUIRED, AS A RESULT
OF (A) A CHANGE IN ACCOUNTING METHOD FOR A TAX PERIOD BEGINNING ON OR BEFORE
CLOSING, TO INCLUDE ANY ADJUSTMENT UNDER SECTION 481(C) OF THE CODE (OR ANY
SIMILAR PROVISION OF STATE, LOCAL, OR FOREIGN LAW) IN TAXABLE INCOME FOR ANY TAX
PERIOD BEGINNING ON OR AFTER THE CLOSING DATE, OR (B) ANY "CLOSING AGREEMENT" AS
DESCRIBED IN SECTION 7121 OF THE CODE (OR ANY SIMILAR PROVISION OF STATE, LOCAL,
OR FOREIGN LAW), TO INCLUDE ANY ITEM OF INCOME IN OR EXCLUDE ANY ITEM OF
DEDUCTION FROM ANY TAX PERIOD BEGINNING ON OR AFTER THE CLOSING; (VII) THERE ARE
NO LIENS ON ANY OF THE ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES THAT
AROSE IN CONNECTION WITH ANY FAILURE (OR ALLEGED FAILURE) TO PAY ANY TAX;
(VIII) THE COMPANY AND ITS SUBSIDIARIES HAVE NEVER BEEN MEMBERS OF AN
AFFILIATED, COMBINED, CONSOLIDATED OR UNITARY TAX GROUP FOR PURPOSES OF FILING
ANY TAX RETURN, OTHER THAN, FOR PURPOSES OF FILING CONSOLIDATED U.S. FEDERAL
INCOME TAX RETURNS, A GROUP