RECEIVED ANY NOTICE, NOR DOES SELLER HAVE ANY KNOWLEDGE, THAT ANY GOVERNMENTAL
AUTHORITY INTENDS TO CANCEL, TERMINATE OR MODIFY ANY OF SUCH LICENSES OR
PERMITS.
3.13
TAXES AND TAX RETURNS.
FOR PURPOSES OF THIS AGREEMENT (A) THE TERM
"TAX" OR "TAXES" MEANS ANY FEDERAL, PROVINCIAL, STATE, LOCAL OR FOREIGN INCOME,
GROSS RECEIPTS, LICENSE, PAYROLL, EMPLOYMENT, EXCISE, SEVERANCE, STAMP,
OCCUPATION, PREMIUM, WINDFALL PROFITS, ENVIRONMENTAL (INCLUDING TAXES UNDER IRC
SECTION 59A), CUSTOMS DUTIES, CAPITAL STOCK, FRANCHISE, PROFITS, WITHHOLDING,
SOCIAL SECURITY, UNEMPLOYMENT, DISABILITY, REAL PROPERTY, PERSONAL PROPERTY,
SALES, USE, TRANSFER, REGISTRATION, VALUE ADDED, ALTERNATIVE OR ADD-ON MINIMUM,
ESTIMATED, OR OTHER TAX OF ANY KIND WHATSOEVER, INCLUDING ANY INTEREST, PENALTY
OR ADDITION THERETO, WHETHER DISPUTED OR NOT; AND (B) THE TERM "TAX RETURN"
MEANS ANY RETURN, DECLARATION, REPORT, CLAIM FOR REFUND, OR INFORMATION RETURN
OR STATEMENT (INCLUDING, WITHOUT LIMITATION, INFORMATION RETURNS OR REPORTS
RELATED TO BACK-UP WITHHOLDING AND ANY PAYMENTS TO THIRD PARTIES) RELATING TO
ANY TAXES, INCLUDING ANY SCHEDULE OR ATTACHMENT THERETO, AND INCLUDING ANY
AMENDMENT THEREOF.
ALL TAX RETURNS REQUIRED TO BE FILED WITH ANY TAXING
AUTHORITY WITH RESPECT TO ANY TAXABLE PERIOD ENDING ON OR BEFORE THE DATE OF
THIS AGREEMENT, OR THE CLOSING DATE, AS APPLICABLE, BY OR ON BEHALF OF SELLER,
HAVE BEEN OR WILL BE FILED WHEN DUE.
ALL SUCH TAX RETURNS ARE OR WILL BE TRUE,
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
ALL TAXES DUE AND PAYABLE BY
SELLER HAVE BEEN PAID OR ACCRUED IN THE BALANCE SHEET, EXCEPT FOR UNPAID
ACCRUABLE TAXES INCURRED BY SELLER IN THE ORDINARY COURSE OF ITS BUSINESS SINCE
THE DATE OF THE BALANCE SHEET.
BUYER SHALL HAVE NO LIABILITY OR OBLIGATION
WHATSOEVER, AND SHALL NOT INCUR ANY LOSS, EXPENSE OR COST, AND NONE OF THE
PURCHASED ASSETS, OR ANY ASSETS OF BUYER, SHALL BE SUBJECTED TO ANY ENCUMBRANCE,
BY REASON OF ANY TAXES ARISING OUT OF (X) SELLER'S BUSINESS AS CONDUCTED BY
SELLER PRIOR TO THE CONSUMMATION OF THE SALE HEREUNDER OF THE PURCHASED ASSETS
TO BUYER, OR (Y) ANY OTHER OPERATIONS OR ACTIVITIES OF SELLER WHETHER CONDUCTED
PRIOR TO THE DATE HEREOF OR HEREAFTER.
SELLER FURTHER REPRESENTS AND WARRANTS
THAT IT IS RELYING SOLELY ON ITS OWN ACCOUNTANTS AND ADVISORS FOR ADVICE AS TO
THE TAX CONSEQUENCES TO IT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
3.14
LITIGATION AND PROCEEDINGS.
EXCEPT AS SET FORTH ON SCHEDULE 3.14,
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION, OR ANY COUNTER OR
CROSS-CLAIM IN AN ACTION BROUGHT AGAINST, BY OR ON BEHALF OF SELLER, WHETHER AT
LAW OR IN EQUITY, OR BEFORE OR BY ANY GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, OR BEFORE ANY
ARBITRATOR OF ANY KIND, THAT IS PENDING OR, TO SELLER'S KNOWLEDGE, THREATENED,
WHICH (I) COULD REASONABLY BE EXPECTED TO AFFECT ADVERSELY SELLER'S ABILITY TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE BILL OF SALE OR COMPLETE ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR (II)
WHICH MAY BECOME A
CLAIM, OR LIABILITY AGAINST BUYER OR THE PURCHASED ASSETS.
TO SELLER'S
KNOWLEDGE, THERE