OF ANY "CLOSING AGREEMENT," AS DESCRIBED IN SECTION
7121 OF THE CODE (OR ANY CORRESPONDING PROVISION OF STATE, LOCAL OR FOREIGN
LAW), TO INCLUDE ANY
20
ITEM OF INCOME OR EXCLUDE ANY ITEM OF DEDUCTION FROM ANY TAXABLE PERIOD (OR
PORTION THEREOF) BEGINNING AFTER THE CLOSING DATE,
(M)
LITMUS AND ITS SUBSIDIARIES ARE NOT A PARTY TO OR BOUND BY ANY TAX
ALLOCATION OR TAX SHARING AGREEMENT AND DOES NOT HAVE ANY CURRENT OR POTENTIAL
CONTRACTUAL OBLIGATION TO INDEMNIFY ANY OTHER PERSON WITH RESPECT TO TAXES,
(N)
TO THE KNOWLEDGE OF LITMUS AND THE SHAREHOLDERS, THERE IS NO BASIS
FOR ANY ASSESSMENT, DEFICIENCY NOTICE, 30-DAY LETTER OR SIMILAR NOTICE WITH
RESPECT TO ANY TAX TO BE ISSUED TO LITMUS OR ITS SUBSIDIARIES WITH RESPECT TO
ANY PERIOD ON OR BEFORE THE CLOSING DATE,
(O)
LITMUS AND ITS SUBSIDIARIES HAVE NOT MADE ANY PAYMENTS, AND ARE
NOT AND WILL NOT BECOME OBLIGATED (UNDER ANY CONTRACT ENTERED INTO ON OR BEFORE
THE CLOSING DATE) TO MAKE ANY PAYMENTS, THAT WILL NOT BE DEDUCTIBLE UNDER
SECTION 280G OF THE CODE (OR ANY CORRESPONDING PROVISION OF STATE, LOCAL OR
FOREIGN LAW),
(P)
LITMUS AND ITS SUBSIDIARIES HAVE NOT BEEN A UNITED STATES REAL
PROPERTY HOLDING CORPORATION WITHIN THE MEANING OF SECTION 897(C)(2) OF THE CODE
(OR ANY CORRESPONDING PROVISION OF STATE, LOCAL OR FOREIGN LAW) DURING THE
APPLICABLE PERIOD SPECIFIED IN SECTION 897(C)(1)(A)(II) OF THE CODE (OR ANY
CORRESPONDING PROVISION OF STATE, LOCAL OR FOREIGN LAW),
(Q)
NO CLAIM HAS EVER BEEN MADE IN WRITING BY A TAXING AUTHORITY IN A
JURISDICTION WHERE LITMUS OR ITS SUBSIDIARIES DOES NOT FILE TAX RETURNS THAT
LITMUS OR ANY OF ITS SUBSIDIARIES IS OR MAY BE SUBJECT TO TAXES ASSESSED BY SUCH
JURISDICTION,
(R)
LITMUS AND ITS SUBSIDIARIES DO NOT HAVE ANY PHYSICAL PRESENCE IN
ANY FOREIGN COUNTRY, AS DEFINED IN THE RELEVANT TAX TREATY BETWEEN THE UNITED
STATES OF AMERICA AND SUCH FOREIGN COUNTRY,
(S)
TRUE, CORRECT AND COMPLETE COPIES OF ALL INCOME AND SALES TAX
RETURNS FILED BY OR WITH RESPECT TO LITMUS AND ITS SUBSIDIARIES FOR THE PAST TWO
(2) YEARS HAVE BEEN FURNISHED OR MADE AVAILABLE TO THK, AND
(T)
LITMUS AND ITS SUBSIDIARIES WILL NOT BE SUBJECT TO ANY TAXES
PURSUANT TO SECTION 1374 OR SECTION 1375 OF THE CODE (OR ANY CORRESPONDING
PROVISION OF STATE, LOCAL OR FOREIGN LAW) WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
4.16
LABOR MATTERS.
(A)
THE NAME, PLACE OF EMPLOYMENT, THE CURRENT ANNUAL SALARY RATES,
BONUSES, DEFERRED OR CONTINGENT COMPENSATION, PENSION, ACCRUED VACATION, "GOLDEN
PARACHUTE" AND OTHER LIKE BENEFITS PAID OR PAYABLE (IN CASH OR OTHERWISE) IN
2004 AND 2005, THE DATE OF EMPLOYMENT AND A DESCRIPTION OF POSITION AND JOB
FUNCTION OF EACH CURRENT SALARIED EMPLOYEE, OFFICER, MANAGER, CONSULTANT OR
AGENT OF LITMUS OR ITS SUBSIDIARIES IS ACCURATELY STATED IN THAT CERTAIN LETTER
DATED THE DATE OF THIS AGREEMENT FROM THE SHAREHOLDERS TO GERARD M. JACOBS, THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THK (THE "EMPLOYEE SALARIES LETTER").
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(B)
NO