WILL BE FULLY COMPLIED WITH, AND
ALL SUCH AMOUNTS OF TAXES REQUIRED TO BE PAID BY THE COMPANY TO TAXING
AUTHORITIES OR OTHERS ON OR BEFORE THE DATE HEREOF HAVE BEEN DULY PAID OR WILL
BE PAID ON OR BEFORE THE CLOSING DATE; THE RESERVES FOR ALL SUCH TAXES REFLECTED
IN THE LATEST BALANCE SHEET ARE ADEQUATE AND THERE ARE NO LIENS FOR SUCH TAXES
UPON ANY PROPERTY OR ASSETS OF THE COMPANY, EXCEPT FOR LIENS THAT RELATE TO
CURRENT TAXES AND ASSESSMENTS NOT YET DUE AND PAYABLE OR WHERE THE COMPANY IS
CONTESTING SUCH TAXES IN GOOD FAITH. THE COMPANY HAS WITHHELD AND REMITTED ALL
AMOUNTS REQUIRED TO BE WITHHELD AND REMITTED BY IT IN RESPECT OF TAXES. EXCEPT
AS SET FORTH IN THE DISCLOSURE SCHEDULE, THE SELLER HAS NOT, SINCE THE LATEST
BALANCE SHEET, RECEIVED ANY DIVIDEND OR OTHER DISTRIBUTION (WHETHER IN CASH,
STOCK OR PROPERTY OR ANY COMBINATION THEREOF) IN RESPECT OF ANY THE COMPANY'S
CAPITAL STOCK OR EQUITY INTEREST TO PAY TAXES.
(C)
AUDITS AND EXTENSIONS. EXCEPT AS SET FORTH IN THE DISCLOSURE
SCHEDULE, NEITHER THE FEDERAL TAX RETURNS OF THE COMPANY NOR ANY STATE OR LOCAL
OR FOREIGN TAX RETURN OF THE COMPANY HAVE BEEN EXAMINED BY THE INTERNAL REVENUE
SERVICE OR ANY SIMILAR STATE OR LOCAL OR FOREIGN AUTHORITY AND, EXCEPT TO THE
EXTENT SHOWN THEREIN, ALL DEFICIENCIES ASSERTED AS A RESULT OF SUCH EXAMINATIONS
HAVE BEEN PAID OR FINALLY SETTLED AND NO ISSUE HAS BEEN RAISED BY THE INTERNAL
REVENUE SERVICE OR ANY SIMILAR STATE OR LOCAL OR FOREIGN AUTHORITY IN ANY SUCH
EXAMINATION WHICH,
7
BY APPLICATION OF SIMILAR PRINCIPLES, REASONABLY COULD BE EXPECTED TO RESULT IN
A PROPOSED DEFICIENCY FOR ANY OTHER PERIOD NOT SO EXAMINED. EXCEPT AS SET FORTH
IN THE DISCLOSURE SCHEDULE, ALL DEFICIENCIES AND ASSESSMENTS OF TAXES OF THE
COMPANY RESULTING FROM AN EXAMINATION OF ANY TAX RETURNS BY ANY AUTHORITY HAVE
BEEN PAID AND THERE ARE NO PENDING EXAMINATIONS CURRENTLY BEING MADE BY ANY
AUTHORITY NOR HAS THERE BEEN ANY WRITTEN OR ORAL NOTIFICATION TO THE COMPANY OF
ANY INTENTION TO MAKE AN EXAMINATION OF ANY TAXES BY ANY AUTHORITY. EXCEPT AS
SET FORTH IN THE DISCLOSURE SCHEDULE, THERE ARE NO OUTSTANDING AGREEMENTS OR
WAIVERS EXTENDING THE STATUTORY PERIOD OF LIMITATIONS APPLICABLE TO ANY TAX
RETURN FOR ANY PERIOD.
(D)
INDEPENDENT CONTRACTORS AND EMPLOYEES. FOR PURPOSES OF COMPUTING
TAXES AND THE FILING OF TAX RETURNS, THE COMPANY HAS NOT FAILED TO TREAT AS
"EMPLOYEES" ANY INDIVIDUAL PROVIDING SERVICES TO THE COMPANY WHO WOULD BE
CLASSIFIED AS AN "EMPLOYEE" UNDER THE APPLICABLE RULES OR REGULATIONS OF ANY
AUTHORITY WITH RESPECT TO SUCH CLASSIFICATION.
2.13
INSURANCE. THE DISCLOSURE SCHEDULE CONTAINS AN ACCURATE AND
COMPLETE LIST OF ALL POLICIES OF FIRE AND OTHER CASUALTY, GENERAL LIABILITY,
THEFT, LIFE, WORKERS' COMPENSATION, HEALTH, DIRECTORS AND OFFICERS LIABILITY,
BUSINESS INTERRUPTION AND OTHER FORMS OF INSURANCE OWNED OR HELD BY THE COMPANY,
SPECIFYING THE INSURER, THE POLICY NUMBER, THE TERM OF THE COVERAGE AND, IN THE
CASE OF ANY "CLAIMS MADE" COVERAGE, THE