TERM IS USED IN GAAP, OUTSIDE THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST CUSTOM AND PRACTICE.
(I)
THE COMPANY HAS COMPLIED IN ALL RESPECTS
WITH ALL STATUTORY PROVISIONS, RULES, REGULATIONS, ORDERS AND DIRECTIONS IN
RESPECT OF VALUED ADDED OR SIMILAR TAX ON CONSUMPTION, HAS PROMPTLY SUBMITTED
ACCURATE RETURNS, MAINTAINS FULL AND ACCURATE RECORDS AND HAS NOT BEEN SUBJECT
TO ANY INTEREST, FORFEITURE, SURCHARGE OR PENALTY.
(II)
THERE HAVE BEEN AND ARE NO CIRCUMSTANCES
OR TRANSACTIONS TO WHICH THE COMPANY HAS OR HAS BEEN A PARTY SUCH THAT A
LIABILITY TO TAX ON ANY DOCUMENTS OR INSTRUMENTS OF TRANSFER ON WHICH THE
COMPANY MUST RELY ON TO ENFORCE ANY RIGHT IS OR COULD BECOME PAYABLE BY THE
COMPANY AND ALL TAXES DUE AND PAYABLE BY THE COMPANY HAVE BEEN PAID AND ALL SUMS
WHICH THE COMPANY OR ITS SUBSIDIARY WAS LIABLE TO WITHHOLD HAVE BEEN WITHHELD.
(B)
EXCEPT AS SET FORTH IN
SCHEDULE 2.8(B) ATTACHED HERETO:
(I)
NEITHER THE COMPANY NOR ANY MEMBER OF
ITS AFFILIATED GROUP HAS CONSENTED TO EXTEND THE TIME IN WHICH ANY TAX MAY BE
ASSESSED OR COLLECTED BY ANY TAXING AUTHORITY;
(II)
THE COMPANY HAS NOT PAID OR BECOME LIABLE
TO PAY ANY PENALTY, FINE, OR SURCHARGE IN RELATION TO TAX;
(III)
NO DEFICIENCY OR PROPOSED ADJUSTMENT, WHICH
HAS NOT BEEN SETTLED OR OTHERWISE RESOLVED, FOR ANY AMOUNT OF TAX HAS BEEN
PROPOSED, ASSERTED OR ASSESSED BY ANY TAXING AUTHORITY AGAINST THE COMPANY;
(IV)
THERE IS NO ACTION, SUIT, TAXING AUTHORITY
PROCEEDING OR AUDIT NOW IN PROGRESS; PENDING OR THREATENED AGAINST OR WITH
RESPECT TO THE COMPANY;
(V)
THE COMPANY WILL NOT BE REQUIRED TO INCLUDE
ANY AMOUNT IN TAXABLE INCOME OR EXCLUDE ANY ITEM OF DEDUCTION OR LOSS FROM
TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR PORTION THEREOF) ENDING AFTER THE
CLOSING DATE (A) AS A RESULT OF A CHANGE IN METHOD OF ACCOUNTING FOR A TAXABLE
PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE, (B) AS A RESULT OF ANY "CLOSING
AGREEMENT," AS DESCRIBED IN CODE SECTION 7121 (OR ANY CORRESPONDING PROVISION OF
STATE, LOCAL OR FOREIGN INCOME TAX LAW) ENTERED INTO ON OR PRIOR TO THE CLOSING
DATE, (C) AS A RESULT OF ANY SALE REPORTED ON THE INSTALLMENT METHOD WHERE SUCH
SALE OCCURRED ON OR PRIOR TO THE CLOSING DATE, (D) AS A RESULT OF ANY PREPAID
AMOUNT RECEIVED ON OR PRIOR TO THE CLOSING DATE, (E) AS A RESULT OF ANY
INTERCOMPANY TRANSACTION OR EXCESS LOSS ACCOUNT DESCRIBED IN TREASURY
REGULATIONS UNDER CODE §1502 (OR ANY CORRESPONDING OR SIMILAR PROVISION OF
STATE, LOCAL, OR NON-U.S. INCOME TAX LAW), AND (F) AS A RESULT OF ANY ELECTION
UNDER CODE SECTION 108(I).
(VI)
THE COMPANY HAS NO LIABILITY FOR THE PAYMENT
OF TAXES OF ANY OTHER PERSON, INCLUDING A LIABILITY OF THE COMPANY FOR THE
PAYMENT OF ANY TAX ARISING (A) AS A RESULT OF ANY EXPRESSED OR IMPLIED
OBLIGATION TO INDEMNIFY ANOTHER PERSON, AND (B) AS A RESULT OF THE COMPANY
ASSUMING OR SUCCEEDING TO THE TAX LIABILITY OF ANY