Market, the term "Principal
Market" shall at such time mean such other national stock exchange or trading
market) and has no Knowledge of any facts or circumstances which would
reasonably lead to delisting or suspension, or termination of the trading of,
the Common Stock by the Principal Market in the foreseeable future.
Since
December 30, 2006, (i) the Common Stock has been quoted on the Principal Market,
(ii) trading in the Common Stock has not been suspended by the SEC or the
Principal Market and (iii) the Company has received no communication, written or
oral, from the SEC or the Principal Market regarding the suspension or
delisting, or termination of the trading, of the Common Stock from the Principal
Market.
v.
Tax Status.
(I)
THE COMPANY AND EACH OF THE SUBSIDIARIES (A) HAS MADE OR FILED
ALL FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND ALL OTHER TAX RETURNS, REPORTS
AND DECLARATIONS REQUIRED BY ANY JURISDICTION TO WHICH IT IS SUBJECT AND ALL
SUCH TAX RETURNS ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS,
(B) HAS PAID FULLY AND TIMELY ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS AND
CHARGES SHOWN OR DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS,
EXCEPT THOSE BEING CONTESTED IN GOOD FAITH AND FOR WHICH THE COMPANY HAS MADE
APPROPRIATE RESERVES ON ITS BOOKS, AND (C) HAS SET ASIDE ON ITS BOOKS PROVISIONS
REASONABLY ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE
PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS (REFERRED TO IN CLAUSE
(A) ABOVE) APPLY.
THERE ARE NO UNPAID TAXES CLAIMED TO BE DUE FROM THE COMPANY
OR ANY OF THE SUBSIDIARIES BY THE TAXING AUTHORITY OF ANY JURISDICTION, AND, TO
THE COMPANY'S KNOWLEDGE, THERE IS NO BASIS FOR ANY SUCH CLAIM.
(II)
EXCEPT AS SET FORTH ON SCHEDULE 3(V)(II), THERE ARE NO
OUTSTANDING AGREEMENTS EXTENDING OR WAIVING THE STATUTORY PERIOD OF LIMITATIONS
APPLICABLE TO ANY CLAIM FOR, OR THE PERIOD FOR THE COLLECTION, ASSESSMENT OR
REASSESSMENT OF, TAXES DUE FROM THE COMPANY OR ANY OF THE SUBSIDIARIES FOR ANY
TAXABLE PERIOD AND NO REQUEST FOR ANY
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SUCH WAIVER OR EXTENSION IS CURRENTLY PENDING.
THE COMPANY HAS NOT RECEIVED ANY
REQUESTS FOR INFORMATION BY ANY TAX AUTHORITY THAT ARE CURRENTLY OUTSTANDING
THAT WOULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT IN ANY MATERIAL RESPECT
THE TAXES OF THE COMPANY OR ANY OF THE SUBSIDIARIES.
(III)
EXCEPT AS SET FORTH ON SCHEDULE 3(V)(III), NO AUDIT OR OTHER
PROCEEDING BY ANY GOVERNMENTAL ENTITY IS PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED WITH RESPECT TO ANY TAXES DUE FROM OR WITH RESPECT TO THE
COMPANY OR ANY OF THE SUBSIDIARIES.
(IV)
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES IS A PARTY TO ANY
TAX SHARING OR SIMILAR TAX AGREEMENT (OTHER THAN AN AGREEMENT EXCLUSIVELY
BETWEEN OR AMONG THE COMPANY AND THE SUBSIDIARIES) PURSUANT TO WHICH IT WILL
HAVE ANY OBLIGATION TO MAKE ANY PAYMENTS ON ACCOUNT OF INDEMNIFICATION FOR
TAXES.
NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES