TO NORMAL YEAR-END ADJUSTMENTS AND AS
PERMITTED BY FORM 10-Q IN THE CASE OF UNAUDITED STATEMENTS.
(B)
TO THE KNOWLEDGE OF CMTY, CMTY DID NOT HAVE ANY LIABILITIES OR OBLIGATIONS
OF ANY NATURE, WHETHER ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE, WHICH ARE NOT
FULLY REFLECTED OR RESERVED AGAINST IN THE BALANCE SHEETS INCLUDED IN THE CMTY
FINANCIALS AS OF SEPTEMBER 30, 2004, WHICH WOULD HAVE BEEN REQUIRED TO BE
REFLECTED THEREIN IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED OR DISCLOSED IN A
FOOTNOTE THERETO, EXCEPT FOR LIABILITIES AND OBLIGATIONS WHICH WERE INCURRED IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, AND EXCEPT FOR
LIABILITIES AND OBLIGATIONS WHICH ARE WITHIN THE SUBJECT MATTER OF A SPECIFIC
REPRESENTATION AND WARRANTY HEREIN OR WHICH OTHERWISE HAVE NOT HAD A MATERIAL
ADVERSE EFFECT.
4.06 NO MATERIAL ADVERSE CHANGE.
NEITHER CMTY NOR ANY CMTY SUBSIDIARY HAS
SUFFERED ANY ADVERSE CHANGE IN THEIR RESPECTIVE ASSETS, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS SINCE SEPTEMBER 30, 2004 WHICH CHANGE HAS HAD A MATERIAL
ADVERSE EFFECT.
4.07 TAXES.
(A)
CMTY AND THE CMTY SUBSIDIARIES ARE MEMBERS OF THE SAME AFFILIATED GROUP
WITHIN THE MEANING OF IRC SECTION 1504(A) OF WHICH CMTY IS THE COMMON PARENT.
CMTY HAS FILED, AND WILL FILE, ALL MATERIAL FEDERAL, STATE AND LOCAL TAX RETURNS
REQUIRED TO BE FILED BY, OR WITH RESPECT TO, CMTY AND THE CMTY SUBSIDIARIES ON
OR PRIOR TO THE CLOSING DATE, EXCEPT TO THE EXTENT THAT ANY FAILURE TO FILE OR
ANY INACCURACIES WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT, AND HAS PAID OR WILL PAY, OR MADE OR WILL MAKE, PROVISIONS FOR
THE PAYMENT OF ALL FEDERAL, STATE AND LOCAL TAXES WHICH ARE SHOWN ON SUCH
RETURNS TO BE DUE FOR THE PERIODS COVERED THEREBY FROM CMTY OR ANY CMTY
SUBSIDIARY TO ANY APPLICABLE TAXING
44
authority, on or prior to the Closing Date, other than taxes which (i) are not
delinquent or are being contested in good faith, (ii) have not been finally
determined, or (iii) the failure to pay would not, individually or in the
aggregate, have a Material Adverse Effect.
(B)
NO CONSENT PURSUANT TO IRC SECTION 341(F) HAS BEEN FILED, OR WILL BE FILED
PRIOR TO THE CLOSING DATE, BY OR WITH RESPECT TO CMTY OR ANY CMTY SUBSIDIARY.
(C)
TO THE KNOWLEDGE OF CMTY, THERE ARE NO MATERIAL DISPUTES PENDING, OR CLAIMS
ASSERTED IN WRITING, FOR TAXES OR ASSESSMENTS UPON CMTY OR ANY CMTY SUBSIDIARY,
NOR HAS CMTY NOR ANY CMTY SUBSIDIARY BEEN REQUESTED IN WRITING TO GIVE ANY
CURRENTLY EFFECTIVE WAIVERS EXTENDING THE STATUTORY PERIOD OF LIMITATION
APPLICABLE TO ANY FEDERAL, STATE, COUNTY OR LOCAL INCOME TAX RETURN FOR ANY
PERIOD.
(D)
PROPER AND ACCURATE AMOUNTS HAVE BEEN WITHHELD BY CMTY AND EACH CMTY
SUBSIDIARY FROM THEIR EMPLOYEES FOR ALL PRIOR PERIODS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH THE TAX WITHHOLDING PROVISIONS OF APPLICABLE FEDERAL,
STATE AND LOCAL LAWS, EXCEPT WHERE FAILURE TO DO SO IS NOT REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
4.08