A PARTY TO
ANY AGREEMENT FOR THE SHARING OF TAX LIABILITIES OR SIMILAR ARRANGEMENTS
(INCLUDING INDEMNITY ARRANGEMENTS) WITH RESPECT TO OR INVOLVING THE COMPANY OR
ANY OF ITS ASSETS OR BUSINESS.
(P)
TO THE KNOWLEDGE OF THE COMPANY, OTHER THAN
IAN CAVEN, NONE OF THE STOCKHOLDERS IS A "FOREIGN PERSON" AS DEFINED IN IRC
§1445(F)(3).
THE COMPANY HAS WITHHELD AND PAID 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.
(Q)
THE COMPANY HAS NOT ENTERED INTO ANY
TRANSACTION IDENTIFIED AS A "LISTED TRANSACTION" FOR PURPOSES OF TREASURY
REGULATIONS §§1.6011-4(B)(2) OR 301.6111-2(B)(2).
(R)
THE COMPANY HAS NOT DISTRIBUTED THE STOCK
OF ANY CORPORATION IN A TRANSACTION SATISFYING THE REQUIREMENTS OF IRC §355, AND
THE STOCK OF THE COMPANY HAS NOT BEEN DISTRIBUTED IN A TRANSACTION SATISFYING
THE REQUIREMENTS OF IRC §355.
(S)
EXCEPT AS SET FORTH ON SCHEDULE 4.9, THE
COMPANY IS NOT CURRENTLY AND WILL NOT BECOME IN THE FUTURE, LIABLE FOR TAX
LIABILITY IN ANY JURISDICTION BASED ON THE OPERATION OF ANY PREDECESSOR ENTITY.
14
4.10
No Material Adverse Change.
Since the date of the
Balance Sheet, there has not been, individually or in the aggregate, any
Material Adverse Change of the Company.
4.11
Employee Benefits.
(A)
SCHEDULE 4.11(A) CONTAINS A COMPLETE AND
ACCURATE LIST OF ALL OTHER BENEFIT OBLIGATIONS OF THE COMPANY.
THE COMPANY DOES
NOT CURRENTLY HAVE, NOR HAS IT EVER HAD IN PLACE, ANY PLANS.
(B)
THE COMPANY HAS DELIVERED OR MADE AVAILABLE
TO DTS.
(I) ALL MATERIAL SUMMARIES AND DESCRIPTIONS FURNISHED TO PARTICIPANTS AND
BENEFICIARIES REGARDING THE OTHER BENEFIT OBLIGATIONS OF THE COMPANY FOR WHICH A
PLAN DESCRIPTION OR SUMMARY PLAN DESCRIPTION IS NOT REQUIRED; AND
(II) ALL EMPLOYEE HANDBOOKS OF THE COMPANY.
(C)
(I) THE COMPANY HAS PERFORMED IN ALL MATERIAL RESPECTS ALL OF ITS OBLIGATIONS
UNDER THE OTHER BENEFIT OBLIGATIONS CURRENTLY SPONSORED, MAINTAINED OR
CONTRIBUTED TO BY THE COMPANY OR WITH RESPECT TO WHICH THE COMPANY HAS AN
OBLIGATION TO CONTRIBUTE.
THE COMPANY HAS MADE APPROPRIATE ENTRIES IN ITS
FINANCIAL RECORDS AND STATEMENTS, TO THE EXTENT REQUIRED UNDER GAAP, FOR ALL
OBLIGATIONS AND LIABILITIES UNDER SUCH OTHER BENEFIT OBLIGATIONS THAT HAVE
ACCRUED BUT ARE NOT DUE.
(II) THE COMPANY, WITH RESPECT TO ALL OF ITS OTHER BENEFIT OBLIGATIONS IS, AND
SUCH OTHER BENEFIT OBLIGATION IS, TO THE EXTENT APPLICABLE, IN COMPLIANCE IN ALL
MATERIAL RESPECTS ANY APPLICABLE LEGAL REQUIREMENTS.
(III) THE COMPANY HAS NOT ENGAGED IN ANY TRANSACTION IN VIOLATION OF ERISA §§404
OR 406 OR ANY NON-EXEMPT "PROHIBITED TRANSACTION," AS DEFINED IN IRC
§4975(C)(1), OR HAS OTHERWISE VIOLATED THE PROVISIONS OF PART 4 OF TITLE I,
SUBTITLE B OF ERISA.
(IV) OTHER THAN CLAIMS FOR BENEFITS SUBMITTED IN THE ORDINARY COURSE BY
PARTICIPANTS OR BENEFICIARIES, NO CLAIM AGAINST, OR LEGAL PROCEEDING INVOLVING,
ANY OTHER BENEFIT OBLIGATION OF THE COMPANY, IS PENDING, OR TO THE KNOWLEDGE OF
THE COMPANY, THREATENED.
(V) EXCEPT TO THE EXTENT REQUIRED UNDER ERISA §601 ET SEQ. AND IRC