AND ITS SUBSIDIARIES INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM
WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS
OF THE SEC WITH RESPECT THERETO.
THE FINANCIAL STATEMENTS OF THE COMPANY HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED, DURING THE PERIODS
INVOLVED (EXCEPT IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY
MAY EXCLUDE FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY
PRESENT THE FINANCIAL POSITION OF THE COMPANY AND ITS SUBSIDIARIES AS OF THE
DATES THEREOF AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS
THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END
AUDIT ADJUSTMENTS).
3.11
TAXES.
THE COMPANY AND EACH SUBSIDIARY HAS TIMELY PAID ALL TAXES
WHICH HAVE COME DUE AND ARE REQUIRED TO BE PAID BY IT, AND ALL DEFICIENCIES OR
OTHER ADDITIONS TO TAX, INTEREST AND PENALTIES OWED BY IT IN CONNECTION WITH ANY
SUCH TAXES, OTHER THAN TAXES BEING DISPUTED BY THE COMPANY OR ANY SUBSIDIARY IN
GOOD FAITH FOR WHICH ADEQUATE RESERVES HAVE BEEN MADE IN ACCORDANCE WITH GAAP.
THE COMPANY AND EACH SUBSIDIARY HAVE TIMELY PAID OR WITHHELD WITH RESPECT TO
THEIR EMPLOYEES AND OTHER THIRD PARTIES (AND TIMELY PAID OVER ANY WITHHELD
AMOUNTS TO THE APPROPRIATE TAXING AUTHORITY) ALL FEDERAL, STATE AND PROVINCIAL
INCOME TAXES, FEDERAL INSURANCE CONTRIBUTION ACT AMOUNTS, FEDERAL UNEMPLOYMENT
TAX ACT AMOUNTS AND OTHER TAXES REQUIRED TO BE WITHHELD.
THE COMPANY AND EACH
SUBSIDIARY HAS TIMELY FILED OR CAUSED TO BE FILED ALL TAX RETURNS, REPORTS,
FORMS AND OTHER SUCH DOCUMENTS ("TAX RETURNS") THAT IT IS REQUIRED TO FILE
(INCLUDING ALL APPLICABLE EXTENSIONS), AND ALL SUCH TAX RETURNS ARE ACCURATE AND
COMPLETE IN ALL MATERIAL RESPECTS.
WITH RESPECT TO ALL TAX RETURNS OF THE
COMPANY AND EACH SUBSIDIARY, (I) THERE IS NO UNASSESSED TAX DEFICIENCY PROPOSED
OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST THE COMPANY OR ANY
SUBSIDIARY AND (II) NO AUDIT IS IN PROGRESS WITH RESPECT TO ANY TAX RETURN, NO
EXTENSION OF TIME IS IN FORCE WITH RESPECT TO ANY DATE ON WHICH ANY TAX RETURN
WAS OR IS TO BE FILED AND NO WAIVER OR AGREEMENT IS IN FORCE FOR THE EXTENSION
OF TIME FOR THE ASSESSMENT OR PAYMENT OF ANY TAX.
NO CLAIM HAS EVER BEEN MADE
BY AN AUTHORITY IN A JURISDICTION WHERE THE COMPANY OR ANY SUBSIDIARY DOES NOT
FILE TAX RETURNS THAT THE COMPANY OR ANY SUBSIDIARY IS OR MAY BE SUBJECT TO
TAXATION BY THAT JURISDICTION.
ALL PROVISIONS FOR TAX LIABILITIES OF THE
COMPANY AND ITS SUBSIDIARIES WITH RESPECT TO THE COMPANY'S FINANCIAL STATEMENTS
HAVE BEEN MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, AND ALL LIABILITIES
FOR TAXES OF THE COMPANY AND ITS SUBSIDIARIES ATTRIBUTABLE TO PERIODS PRIOR TO
OR ENDING ON THE APPLICABLE CLOSING DATE HAVE BEEN ADEQUATELY PROVIDED FOR ON
THE COMPANY'S FINANCIAL STATEMENTS, AND NEITHER THE COMPANY NOR ANY SUBSIDIARY
HAS INCURRED ANY LIABILITY FOR TAXES SINCE THE DATE OF THE COMPANY'S MOST RECENT
FINANCIAL STATEMENTS PRIOR TO THE DATE