PROPOSED DEFICIENCIES, DEFICIENCY NOTICES, PROTESTS, PETITIONS,
CLOSING AGREEMENTS, SETTLEMENT AGREEMENTS, PENDING RULING REQUESTS AND ANY
SIMILAR DOCUMENTS SUBMITTED BY, RECEIVED BY, OR AGREED TO BY OR ON BEHALF OF THE
COMPANY RELATING TO TAXES FOR ALL TAXABLE PERIODS FOR WHICH THE STATUTE OF
LIMITATIONS HAS NOT YET EXPIRED.
THE COMPANY HAS NOT BEEN INFORMED BY ANY
JURISDICTION THAT THE JURISDICTION BELIEVES THAT THE COMPANY WAS REQUIRED TO
FILE ANY TAX RETURN THAT WAS NOT FILED.
3.14.3.
THE COMPANY BALANCE SHEET REFLECTS ALL LIABILITY FOR UNPAID TAXES
OF THE COMPANY FOR PERIODS (OR PORTIONS OF PERIODS) THROUGH THE COMPANY BALANCE
SHEET DATE.
THE COMPANY HAS NO LIABILITY FOR UNPAID TAXES ACCRUING AFTER THE
COMPANY BALANCE SHEET DATE EXCEPT FOR TAXES ARISING IN THE ORDINARY COURSE OF
BUSINESS SUBSEQUENT TO THE COMPANY BALANCE SHEET DATE.
3.14.4.
THERE IS (I) NO CLAIM FOR TAXES BEING ASSERTED AGAINST THE
COMPANY THAT HAS RESULTED IN A LIEN AGAINST THE PROPERTY OF THE COMPANY OTHER
THAN LIENS FOR TAXES NOT YET DUE AND PAYABLE, (II) NO AUDIT OR PENDING AUDIT OF,
OR TAX CONTROVERSY ASSOCIATED WITH, ANY TAX RETURN OF THE COMPANY BEING
CONDUCTED BY A TAX AUTHORITY, (III) NO EXTENSION OF ANY STATUTE OF LIMITATIONS
ON THE ASSESSMENT OF ANY TAXES GRANTED BY THE COMPANY CURRENTLY IN EFFECT, AND
(IV) NO AGREEMENT BY THE COMPANY TO ANY EXTENSION OF TIME FOR FILING ANY TAX
RETURN WHICH HAS NOT BEEN FILED.
3.14.5.
THE COMPANY HAS NOT BEEN, NOR WILL IT BE, REQUIRED TO INCLUDE ANY
MATERIAL ADJUSTMENT IN TAXABLE INCOME FOR ANY TAX PERIOD (OR PORTION THEREOF)
ENDING AFTER THE CLOSING DATE AS A RESULT OF TRANSACTIONS OR EVENTS OCCURRING,
OR ACCOUNTING METHODS EMPLOYED, PRIOR TO THE CLOSING.
3.14.6.
THE COMPANY (I) IS NOT A PARTY TO NOR BOUND BY ANY TAX SHARING,
TAX INDEMNITY, OR TAX ALLOCATION AGREEMENT, NOR DOES THE COMPANY HAS ANY
LIABILITY OR POTENTIAL LIABILITY TO ANOTHER PARTY UNDER ANY SUCH AGREEMENT;
(II) IS NOT LIABLE FOR TAXES OF ANY OTHER PERSON PURSUANT TO ANY CONTRACT OR ANY
LEGAL REQUIREMENT, NOR IS IT CURRENTLY UNDER ANY CONTRACTUAL OBLIGATION TO
INDEMNIFY ANY PERSON WITH RESPECT TO ANY AMOUNTS OF SUCH PERSON'S TAXES OR IS A
PARTY TO ANY CONTRACT PROVIDING FOR PAYMENTS BY AN ACQUIRED CORPORATION WITH
RESPECT TO ANY AMOUNT OF TAXES OF ANY OTHER PERSON; (III) HAS NOT REQUESTED NOR
RECEIVED A RULING FROM ANY TAX AUTHORITY OR SIGNED A CLOSING OR OTHER AGREEMENT
WITH ANY TAX AUTHORITY, NOR HAS ANY THE COMPANY OR ANYONE ACTING ON ITS BEHALF
REQUESTED OR RECEIVED A RULING FROM ANY TAXATION AUTHORITY OR SIGNED A CLOSING
OR OTHER AGREEMENT WITH ANY TAXATION AUTHORITY.
3.14.7.
NO WRITTEN NOTICE HAS EVER BEEN DELIVERED BY ANY GOVERNMENTAL
ENTITY TO THE
COMPANY IN A JURISDICTION WHERE IT DOES NOT FILE A TAX RETURN THAT CLAIMS THAT
IT IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION WHICH HAS RESULTED OR
COULD REASONABLY BE EXPECTED TO RESULT IN AN OBLIGATION TO PAY MATERIAL TAXES.
THE COMPANY HAS IN