SHARING, INCENTIVE, SEVERANCE, OR OTHER PLAN, CONTRACT, OR
COMMITMENT FOR THE BENEFIT OF ANY OF ITS MANAGERS, OFFICERS OR EMPLOYEES;
(S)
TARGET HAS NOT CHANGED ANY EMPLOYMENT TERMS FOR ANY OF ITS
MANAGERS, OFFICERS OR EMPLOYEES OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(T)
TARGET HAS NOT MADE OR PLEDGED TO MAKE ANY CHARITABLE OR OTHER
CAPITAL CONTRIBUTION OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(U)
THERE HAS NOT BEEN ANY OTHER MATERIAL OCCURRENCE, EVENT, INCIDENT,
ACTION, FAILURE TO ACT, OR TRANSACTION OUTSIDE THE ORDINARY COURSE OF BUSINESS
INVOLVING TARGET;
(V)
TARGET HAS NOT DISCHARGED A MATERIAL LIABILITY OR LIEN OUTSIDE THE
ORDINARY COURSE OF BUSINESS; AND
(Y)
TARGET HAS NOT COMMITTED TO DO ANY OF THE FOREGOING.
4.9
UNDISCLOSED LIABILITIES.
TARGET DOES NOT HAVE ANY MATERIAL
LIABILITY OF ANY NATURE REQUIRED TO BE REFLECTED ON OR RESERVED AGAINST IN
FINANCIAL STATEMENTS THAT ARE PREPARED IN ACCORDANCE WITH GAAP EXCEPT FOR (I)
LIABILITIES SET FORTH ON THE FACE OF THE MOST RECENT BALANCE SHEET; (II)
LIABILITIES THAT HAVE ARISEN AFTER THE MOST RECENT FISCAL MONTH END IN THE
ORDINARY COURSE OF BUSINESS (NONE OF WHICH RESULTS FROM, ARISES OUT OF, RELATES
TO, IS IN THE NATURE OF, OR WAS CAUSED BY ANY MATERIAL BREACH OF CONTRACT,
MATERIAL BREACH OF WARRANTY, TORT, INFRINGEMENT, OR MATERIAL VIOLATION OF LAW)
OR (III) LEGAL AND ACCOUNTING FEES AND EXPENSES INCURRED BY TARGET IN CONNECTION
WITH THE EXECUTION OF THIS AGREEMENT.
4.10
LEGAL COMPLIANCE.
TARGET HAS COMPLIED, TO THE KNOWLEDGE OF ANY
SELLER, WITH ALL APPLICABLE LAWS (INCLUDING RULES, REGULATIONS, CODES, PLANS,
INJUNCTIONS, JUDGMENTS, ORDERS, DECREES, RULINGS, AND CHARGES THEREUNDER AND
INCLUDING THE FOREIGN CORRUPT PRACTICES ACT, 15 U.S.C.
78DD-1 ET SEQ.) OF
FEDERAL, STATE, LOCAL, AND FOREIGN GOVERNMENTS (AND ALL AGENCIES THEREOF),
EXCEPT TO THE EXTENT THAT SUCH WOULD NOT HAVE A MATERIAL ADVERSE EFFECT;
PROVIDED, THAT, THE FOREGOING SHALL
NOT BE DEEMED TO COVER ANY NOTICES OR
VIOLATIONS OF LAWS THAT ARE EXPLICITLY
17
COVERED IN ANOTHER REPRESENTATION OR WARRANTY IN THIS SECTION 4.
NO ACTION,
SUIT, PROCEEDING, HEARING, INVESTIGATION, CHARGE, COMPLAINT, CLAIM, DEMAND, OR
WRITTEN NOTICE HAS BEEN FILED OR, TO THE KNOWLEDGE OF ANY SELLER, COMMENCED
AGAINST TARGET ALLEGING ANY FAILURE SO TO COMPLY.
4.11
TAX MATTERS.
(A)
TARGET HAS FILED ALL TAX RETURNS THAT IT WAS REQUIRED TO FILE
UNDER APPLICABLE LAWS AND REGULATIONS.
ALL SUCH TAX RETURNS WERE CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS AND WERE PREPARED IN SUBSTANTIAL COMPLIANCE
WITH ALL APPLICABLE LAWS AND REGULATIONS.
ALL TAXES DUE AND OWING BY TARGET
SHOWN ON ANY TAX RETURN HAVE BEEN PAID.
TARGET CURRENTLY IS NOT THE BENEFICIARY
OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN.
NO CLAIM HAS EVER
BEEN MADE BY AN AUTHORITY IN A JURISDICTION WHERE TARGET DOES NOT FILE TAX
RETURNS THAT TARGET IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
THERE ARE NO LIENS FOR TAXES (OTHER THAN TAXES NOT YET DUE AND PAYABLE) UPON ANY
OF THE ASSETS OF TARGET.
(B)
TARGET, AND TO THE KNOWLEDGE OF ANY