4.6, DS LLC 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 4.7
FINANCIAL STATEMENTS.
(A)
DS LLC HAS HERETOFORE FURNISHED
PURCHASER WITH A TRUE AND COMPLETE COPY OF THE FINANCIAL STATEMENTS WHICH ARE
ATTACHED HERETO AS SCHEDULE 4.7.
THE FINANCIAL STATEMENTS HAVE BEEN DERIVED
FROM THE BOOKS AND RECORDS OF THE COMPANY, HAVE BEEN PREPARED IN ACCORDANCE WITH
GAAP (EXCEPT FOR, WITH RESPECT TO THE REFERENCE BALANCE SHEET AND THE RELATED
STATEMENT OF INCOME AND CASH FLOW, THE ABSENCE OF FOOTNOTE DISCLOSURE AND USUAL
AND CUSTOMARY YEAR-END AUDIT ADJUSTMENTS) AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION OF THE COMPANY AT THE RESPECTIVE DATES THEREOF
AND THE RESULTS OF THE OPERATIONS OF THE COMPANY FOR THE PERIODS INDICATED.
(B)
THE BOOKS OF ACCOUNT OF THE COMPANY, ALL OF WHICH HAVE BEEN MADE AVAILABLE
TO PURCHASER, REFLECT THE OPERATIONS OF THE COMPANY IN ALL MATERIAL RESPECTS.
SECTION 4.8
NO UNDISCLOSED LIABILITIES.
TO THE COMPANY'S KNOWLEDGE, THE
COMPANY HAS NO LIABILITIES, WHETHER ACCRUED, CONTINGENT, ABSOLUTE, DETERMINED,
DETERMINABLE OR OTHERWISE, OTHER THAN (I) LIABILITIES PROVIDED FOR IN THE
FINANCIAL STATEMENTS, (II) LIABILITIES DISCLOSED IN SCHEDULE 4.8, (III) OTHER
UNDISCLOSED LIABILITIES INCURRED SINCE THE BALANCE SHEET DATE IN THE ORDINARY
COURSE OF BUSINESS, AND (IV) LIABILITIES ARISING OUT OF THE TERMS AND CONDITIONS
OF THE COMPANY'S CONTRACTS, INCLUDING THE CONTRACTS AND, IN EACH CASE (I) -
(IV), WHICH WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS DISCLOSED IN
THE SCHEDULES TO THIS AGREEMENT, INCLUDING, SCHEDULE 4.8 AND SCHEDULE 4.11(A),
OR PROVIDED FOR IN THE FINANCIAL STATEMENTS OF THE COMPANY, THE COMPANY HAS NO
MATERIAL INDEBTEDNESS.
SECTION 4.9
TAX MATTERS.
(A)
DS LLC IS A "PARTNERSHIP" FOR PURPOSES OF CODE §7701 AND THE ASSOCIATED
TREASURY REGULATIONS.
EACH OF DS LLC'S SUBSIDIARIES IS A "CORPORATION" FOR
PURPOSES OF CODE §7701 AND THE ASSOCIATED TREASURY REGULATIONS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.9, THE COMPANY 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 RESPECTS AND HAVE BEEN PREPARED IN
SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
ALL TAXES DUE
AND OWING BY THE COMPANY (WHETHER OR NOT SHOWN ON ANY TAX RETURN) HAVE BEEN
PAID.
EXCEPT AS SET FORTH ON SCHEDULE 4.9, THE COMPANY IS NOT CURRENTLY THE
BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN.
TO
THE COMPANY'S KNOWLEDGE, NO CLAIM HAS BEEN MADE BY AN AUTHORITY IN A
JURISDICTION WHERE THE COMPANY 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 COMPANY'S KNOWLEDGE, INFORMALLY PROPOSED ANY ADJUSTMENT RELATING TO SUCH TAX
RETURNS.
EXCEPT AS SET FORTH ON SCHEDULE 4.9, THERE ARE NO PENDING OR, TO
COMPANY'S KNOWLEDGE, THREATENED ACTIONS OR PROCEEDINGS FOR THE ASSESSMENT OR
COLLECTION OF TAXES AGAINST THE COMPANY.
THERE ARE