STOCK PARTICIPATION OR SIMILAR RIGHTS
WITH RESPECT TO BCCM.
(B)
EACH BCCM SHAREHOLDER, WITH RESPECT TO SUCH BCCM SHAREHOLDER ONLY, IS AND
WILL BE AT CLOSING THE SOLE AND EXCLUSIVE LEGAL AND BENEFICIAL OWNER OF THAT
NUMBER OF BCCM SHARES SET FORTH OPPOSITE SUCH BCCM SHAREHOLDER'S NAME ON
SCHEDULE 6.5 HEREOF, FREE AND CLEAR OF ALL LIENS.
SECTION 6.6
SUBSIDIARIES.
EXCEPT AS DISCLOSED IN SCHEDULE 6.6, BCCM DOES
NOT OWN ANY CAPITAL STOCK OR OTHER EQUITY OR OWNERSHIP OR PROPRIETARY INTEREST
IN ANY CORPORATION, PARTNERSHIP, ASSOCIATION, TRUST, JOINT VENTURE OR OTHER
ENTITY.
SECTION 6.7
NO UNDISCLOSED LIABILITIES.
THE SOLE PURPOSE OF BCCM IS AS A
HOLDING COMPANY FOR ITS INTEREST IN DS LLC AND A VEHICLE FOR ISSUING MANAGEMENT
OPTIONS.
BCCM OWNS NO MATERIAL ASSETS OTHER THAN ITS INTEREST IN DS LLC.
SINCE
THE DATE OF THE CONTRIBUTION AGREEMENT, BCCM HAS NOT ENGAGED IN ANY BUSINESS
EXCEPT FOR THE HOLDING OF THE BCCM INTEREST, NOR SINCE SUCH DATE HAS IT INCURRED
ANY LIABILITIES OF ANY NATURE WHATSOEVER, OTHER THAN FOR TAXES, WHETHER
CONTINGENT OR OTHERWISE.
SECTION 6.8
TAX MATTERS.
(A)
BCCM IS A "CORPORATION" FOR PURPOSES OF CODE §7701 AND THE ASSOCIATED
TREASURY REGULATIONS.
(B)
BCCM HAS FILED ALL TAX RETURNS THAT IT WAS REQUIRED TO FILE UNDER
APPLICABLE LAWS AND REGULATIONS.
ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE
IN ALL MATERIAL RESPECTS AND HAVE BEEN PREPARED IN SUBSTANTIAL COMPLIANCE WITH
ALL APPLICABLE LAWS AND REGULATIONS.
ALL TAXES DUE AND OWING BY BCCM (WHETHER
OR NOT SHOWN ON ANY TAX RETURN) HAVE BEEN PAID.
EXCEPT AS SET FORTH ON SCHEDULE
6.8(B), BCCM IS NOT CURRENTLY THE BENEFICIARY OF ANY EXTENSION OF TIME WITHIN
WHICH TO FILE ANY TAX RETURN.
TO THE BCCM SHAREHOLDERS' KNOWLEDGE, NO CLAIM HAS
EVER BEEN MADE BY AN AUTHORITY IN A JURISDICTION WHERE BCCM DOES NOT FILE TAX
RETURNS THAT IT IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
NO TAX
AUTHORITY HAS FORMALLY OR, TO THE BCCM SHAREHOLDERS' KNOWLEDGE, INFORMALLY
PROPOSED ANY ADJUSTMENT RELATING TO SUCH TAX RETURNS.
THERE ARE NO PENDING OR,
TO BCCM SHAREHOLDERS' KNOWLEDGE, THREATENED ACTIONS OR PROCEEDINGS FOR THE
ASSESSMENT OR COLLECTION OF TAXES AGAINST BCCM.
THERE ARE NO LIENS FOR TAXES
(OTHER THAN TAXES NOT YET DUE AND PAYABLE) UPON ANY OF THE ASSETS OF BCCM.
(C)
BCCM HAS WITHHELD AND PAID ALL TAXES REQUIRED TO HAVE BEEN WITHHELD AND
PAID IN CONNECTION WITH ANY AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT
CONTRACTOR, STOCKHOLDER, OR, TO THE BCCM SHAREHOLDERS' KNOWLEDGE, ANY CREDITOR
OR OTHER THIRD PARTY.
(D)
SCHEDULE 6.8(D) LISTS ALL FEDERAL, STATE, LOCAL, AND FOREIGN TAX RETURNS
FILED WITH RESPECT TO BCCM FOR TAXABLE PERIODS ENDED ON OR AFTER DECEMBER 31,
2001, INDICATES THOSE TAX RETURNS THAT HAVE BEEN AUDITED, AND INDICATES THOSE
TAX RETURNS THAT CURRENTLY ARE THE
34
SUBJECT OF AUDIT.
BCCM HAS DELIVERED, OR MADE AVAILABLE, TO THE PURCHASER
CORRECT AND COMPLETE COPIES OF ALL FEDERAL INCOME TAX RETURNS, EXAMINATION
REPORTS, AND STATEMENTS OF DEFICIENCIES ASSESSED AGAINST, OR AGREED TO BY