THE BUSINESS.
ALL SUCH RETURNS ARE TRUE, COMPLETE AND CORRECT,
AND ALL TAXES (WHETHER OR NOT SHOWN ON ANY RETURN) DUE IN CONNECTION WITH SUCH
RETURNS OR OTHERWISE DUE HAVE BEEN PAID IN FULL OR ADEQUATE PROVISION FOR THEIR
PAYMENT HAS BEEN MADE IN THE MOST RECENT FINANCIAL STATEMENTS.
(B)
CLAIMS AND ASSESSMENTS.
THERE ARE NO PENDING ISSUES RAISED IN AN
EXAMINATION BY ANY TAXING AUTHORITY THAT MIGHT GIVE RISE TO CLAIMS FOR TAXES OR
ASSESSMENTS UPON, AND THERE ARE NO TAX LIENS OUTSTANDING OR, TO THE BEST OF
SELLER'S OR PARENT'S KNOWLEDGE, THREATENED AGAINST, THE PURCHASED ASSETS.
NO
ISSUE HAS BEEN RAISED IN WRITING BY ANY TAXING AUTHORITY IN CONNECTION WITH AN
AUDIT OR EXAMINATION OF ANY RETURN IN CONNECTION WITH THE BUSINESS THAT, IF
RAISED WITH REGARD TO ANY OTHER RETURN NOT SO AUDITED OR EXAMINED, WOULD
REASONABLY BE EXPECTED TO RESULT IN A PROPOSED DEFICIENCY WITH RESPECT TO THE
PERIOD COVERED BY SUCH OTHER RETURN.
NO TAXING AUTHORITY IN A JURISDICTION
WHERE SELLER DOES NOT FILE RETURNS HAS MADE A CLAIM, ASSERTION OR THREAT IN
WRITING THAT SELLER IS OR MAY BE SUBJECT TO TAXATION IN SUCH JURISDICTION IN
CONNECTION WITH THE BUSINESS.
(C)
WITHHOLDING TAXES.
SELLER HAS WITHHELD AND PAID, OR CAUSED TO BE
PAID TO THE PROPER TAXING AUTHORITY, ALL TAXES REQUIRED TO HAVE BEEN WITHHELD
AND PAID IN CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT
CONTRACTOR, CREDITOR, STOCKHOLDER, OR OTHER THIRD PARTY.
(D)
TAXES RELATING TO TRANSACTION.
THE TRANSACTIONS CONTEMPLATED
HEREIN ARE NOT SUBJECT TO TAX WITHHOLDING UNDER ANY PROVISIONS OF LAW.
THE
PARTY RESPONSIBLE UNDER APPLICABLE LAW SHALL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL SALES, USE AND SIMILAR TAXES WHICH MAY BE IMPOSED BY REASON OF
ANY TRANSFERS PROVIDED FOR IN THIS AGREEMENT.
6.7
FINANCIAL MATTERS
(A)
FINANCIAL STATEMENTS DELIVERED TO BUYER.
AT SCHEDULE 6.7(A) ARE
THE FOLLOWING FINANCIAL STATEMENTS OF SELLER ("FINANCIAL STATEMENTS"): (I)
UNAUDITED INCOME STATEMENTS AND BALANCE SHEETS FOR THE PERIODS FROM JANUARY 1,
2004 THROUGH DECEMBER 31, 2004, JANUARY 1, 2005 THROUGH DECEMBER 31, 2005 AND
JANUARY 1, 2006 THROUGH DECEMBER 31, 2006, AND (II) THE UNAUDITED INCOME
STATEMENT AND BALANCE SHEET FOR THE PERIOD FROM JANUARY 1, 2007 THROUGH FEBRUARY
28, 2007 (THE "MOST RECENT FINANCIAL STATEMENTS").
THE FINANCIAL STATEMENTS
23
ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS, WERE PREPARED IN ACCORDANCE
WITH GAAP (EXCEPT THE MOST RECENT FINANCIAL STATEMENT ARE SUBJECT TO CHANGES
RESULTING FROM NORMAL YEAR-END ADJUSTMENTS AND SUBJECT TO THE ABSENCE OF
FOOTNOTES) CONSISTENTLY APPLIED THROUGHOUT THE PERIODS COVERED THEREBY, PRESENT
FAIRLY THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF SELLER
AS OF SUCH DATES AND FOR THE PERIODS COVERED THEREBY, AND HAVE BEEN PREPARED
FROM AND ARE IN ACCORDANCE WITH THE BOOKS AND RECORDS OF SELLER.
(B)
ACCOUNTS PAYABLE.
AT SCHEDULE 6.7(B) IS A TRUE AND COMPLETE
CURRENT LISTING OF ALL OF THE ACCOUNTS PAYABLE OF SELLER, SHOWING AS TO EACH THE
AGING, AMOUNT AND NAME OF THE CREDITOR.
(C)
UNREDEEMED COUPONS.
AT SCHEDULE 6.7(C)