COMPLETE COPIES OF ALL INSURANCE POLICIES AND
FIDELITY BONDS COVERING THE ASSETS, BUSINESS, EQUIPMENT, PROPERTIES AND
OPERATIONS OF LITMUS AND ITS SUBSIDIARIES RELATING TO THE BUSINESS, A LIST OF
WHICH (BY TYPE, CARRIER, POLICY NUMBER, LIMITS, PREMIUM AND EXPIRATION DATE) IS
SET FORTH IN SCHEDULE 4.13.
ALL SUCH INSURANCE POLICIES ARE IN FULL FORCE AND
EFFECT AND WILL REMAIN IN FULL FORCE AND EFFECT UP TO THE EFFECTIVE TIME.
4.14
PERMITS.
SCHEDULE 4.14 LISTS ALL PERMITS USED IN OR OTHERWISE
REQUIRED TO CONDUCT THE BUSINESS WHICH, IF NOT OBTAINED BY LITMUS, WOULD HAVE A
MATERIAL ADVERSE EFFECT ON LITMUS AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
EACH
OF THE PERMITS IS VALID AND IN FULL FORCE AND EFFECT AS OF THE DATE OF THIS
AGREEMENT.
19
4.15
TAXES.
EXCEPT AS SET FORTH IN SCHEDULE 4.15 HERETO:
(A)
ALL TAX RETURNS AND REPORTS IN RESPECT OF TAXES REQUIRED TO BE
FILED WITH RESPECT TO LITMUS OR ITS SUBSIDIARIES HAVE BEEN TIMELY FILED,
(B)
ALL TAXES REQUIRED TO BE SHOWN ON SUCH RETURNS AND REPORTS OR
OTHERWISE DUE HAVE BEEN TIMELY PAID,
(C)
ALL SUCH TAX RETURNS AND REPORTS ARE TRUE, CORRECT AND COMPLETE IN
ALL MATERIAL RESPECTS,
(D)
NO ADJUSTMENT RELATING TO SUCH RETURNS HAS BEEN PROPOSED FORMALLY
OR INFORMALLY BY ANY GOVERNMENTAL AUTHORITY AND, TO THE KNOWLEDGE OF LITMUS AND
THE SHAREHOLDERS, NO BASIS EXISTS FOR ANY SUCH ADJUSTMENT,
(E)
THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF LITMUS AND THE
SHAREHOLDERS, THREATENED ACTIONS OR PROCEEDINGS FOR THE ASSESSMENT OR COLLECTION
OF TAXES AGAINST LITMUS OR ITS SUBSIDIARIES,
(F)
NO CONSENT UNDER SECTION 341(F) OF THE CODE HAS BEEN FILED WITH
RESPECT TO LITMUS OR ITS SUBSIDIARIES,
(G)
THERE ARE NO TAX LIENS ON ANY ASSETS OF LITMUS OR ITS
SUBSIDIARIES,
(H)
EACH OF LITMUS AND ITS SUBSIDIARIES 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, CREDITOR, SHAREHOLDER, OR
OTHER THIRD PARTY, AND ALL FORMS W-2 AND 1099 REQUIRED WITH RESPECT THERETO HAVE
BEEN PROPERLY COMPLETED AND TIMELY FILED,
(I)
LITMUS AND ITS SUBSIDIARIES HAVE NOT CONSENTED TO EXTEND THE TIME
IN WHICH ANY TAXES MAY BE ASSESSED OR COLLECTED BY ANY TAXING AUTHORITY,
(J)
LITMUS AND ITS SUBSIDIARIES HAVE NOT REQUESTED OR BEEN GRANTED AN
EXTENSION OF THE TIME FOR FILING ANY TAX RETURN TO A DATE LATER THAN THE CLOSING
DATE,
(K)
THERE ARE NO LIENS FOR TAXES (OTHER THAN FOR CURRENT TAXES NOT YET
DUE AND PAYABLE) UPON THE ASSETS OF LITMUS OR ITS SUBSIDIARIES,
(L)
LITMUS AND ITS SUBSIDIARIES WILL NOT BE REQUIRED:
(1)
AS A RESULT OF A CHANGE IN METHOD OF ACCOUNTING FOR A TAXABLE
PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE, TO INCLUDE ANY ADJUSTMENT UNDER
SECTION 481(C) OF THE CODE (OR ANY CORRESPONDING PROVISION OF STATE, LOCAL OR
FOREIGN LAW) IN TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR PORTION THEREOF)
BEGINNING AFTER THE CLOSING DATE, OR
(2)
AS A RESULT