TAX
PURPOSES AS AN ENTITY DISREGARDED AS SEPARATE FROM ITS OWNER WITHIN THE MEANING
OF TREASURY REGULATION SECTION 301.7701-2(C)(2)(I).
(VII)
BLOCKER AND ACQUISITIONCO HAVE MADE AVAILABLE TO THE BUYERS
ACCURATE AND CORRECT COPIES OF ALL FILED INCOME TAX RETURNS AND OTHER MATERIAL
TAX RETURNS OF BLOCKER AND ACQUISITIONCO FOR EACH OF THE TAXABLE YEARS SINCE
THEIR FORMATION.
(VIII)
NO TAX AUTHORITY IN A JURISDICTION IN WHICH ANY OF ACQUISITIONCO
OR BLOCKER DOES NOT FILE TAX RETURNS HAS CLAIMED IN WRITING THAT
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ACQUISITIONCO OR BLOCKER IS OR MAY BE REQUIRED TO FILE TAX RETURNS IN, OR IS OR
MAY BE SUBJECT TO TAX BY, THAT JURISDICTION.
(IX)
THERE ARE NO OUTSTANDING WAIVERS, EXTENSIONS OR COMPARABLE
CONSENTS REGARDING THE APPLICATION OF THE STATUTE OF LIMITATIONS WITH RESPECT TO
ANY TAX OR TAX RETURN OF ACQUISITIONCO OR BLOCKER.
(X)
NEITHER ACQUISITIONCO NOR BLOCKER HAS DISTRIBUTED THE STOCK OF
ANOTHER ENTITY OR HAD ITS STOCK DISTRIBUTED BY ANOTHER ENTITY IN A TRANSACTION
THAT WAS PURPORTED OR INTENDED TO BE GOVERNED IN WHOLE OR IN PART BY SECTIONS
355 OR 361 OF THE CODE.
(XI)
NEITHER ACQUISITIONCO NOR BLOCKER IS THE SUBJECT OF OR BOUND BY
ANY PRIVATE LETTER RULING, TECHNICAL ADVICE MEMORANDUM OR SIMILAR RULING,
MEMORANDUM OF AGREEMENT WITH ANY TAX AUTHORITY.
(XII)
NEITHER ACQUISITIONCO NOR BLOCKER WILL BE REQUIRED TO INCLUDE ANY
ITEM OF INCOME IN, OR EXCLUDE ANY ITEM OF DEDUCTION FROM, TAXABLE INCOME FOR ANY
TAXABLE PERIOD (OR PORTION THEREOF) ENDING AFTER THE CLOSING DATE AS A RESULT OF
ANY (I) CHANGE IN METHOD OF ACCOUNTING UNDER SECTION 481 OF THE CODE (OR ANY
CORRESPONDING OR SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN TAX LAW) FOR A
TAXABLE PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE; (II) "CLOSING AGREEMENT"
AS DESCRIBED IN SECTION 7121 OF THE CODE (OR ANY CORRESPONDING OR SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN TAX LAW) EXECUTED ON OR PRIOR TO THE
CLOSING DATE; (III) DEFERRED INTERCOMPANY GAIN OR EXCESS LOSS ACCOUNT DESCRIBED
IN TREASURY REGULATIONS UNDER SECTION 1502 OF THE CODE (OR ANY CORRESPONDING OR
SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN TAX LAW); (IV) INSTALLMENT SALE OR
OPEN TRANSACTION DISPOSITION MADE ON OR PRIOR TO THE CLOSING DATE; OR
(V) PREPAID AMOUNT RECEIVED ON OR PRIOR TO THE CLOSING DATE.
(XIII)
NEITHER ACQUISITIONCO NOR BLOCKER (A) HAS EVER BEEN A MEMBER OF
AN AFFILIATED (WITHIN THE MEANING OF SECTION 1504 OF THE CODE), COMBINED OR
UNITARY GROUP OF CORPORATIONS
FILING A CONSOLIDATED, COMBINED OR UNITARY TAX
RETURN; (B) IS A SUCCESSOR TO ANY OTHER ENTITY FOR TAX PURPOSES BY WAY OF
MERGER, LIQUIDATION OR OTHER TRANSACTION; (C) IS A PARTY TO ANY TAX SHARING OR
INDEMNIFICATION AGREEMENT OR ARRANGEMENT WITH ANY PERSON OR ENTITY PURSUANT TO
WHICH IT WOULD HAVE AN OBLIGATION WITH RESPECT TO TAXES OF ANOTHER PERSON OR
ENTITY FOLLOWING THE CLOSING; OR (D) HAS LIABILITY FOR THE TAXES OF ANY PERSON
AS A TRANSFEREE OR SUCCESSOR OR UNDER TREASURY REGULATION § 1.1502-6 (OR ANY
COMPARABLE PROVISION OF STATE, LOCAL