DIRECTOR OF THE COMPANY OR ANY SUBSIDIARY;
9
(F)
ANY LOAN TO ANY OFFICER, DIRECTOR OR
SHAREHOLDER OF THE COMPANY OR ANY SUBSIDIARY, OTHER THAN ADVANCES IN THE
ORDINARY COURSE OF BUSINESS AND AS PERMITTED UNDER THE SECURITIES LAWS (AS
HEREINAFTER DEFINED);
(G)
ANY DEBT, OBLIGATION OR LIABILITY INCURRED,
ASSUMED OR GUARANTEED BY THE COMPANY, EXCEPT FOR THOSE THAT ARE IMMATERIAL IN
AMOUNT AND FOR CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(H)
ANY OTHER EVENT OR CONDITION OF ANY CHARACTER
THAT WOULD HAVE A MATERIAL ADVERSE EFFECT; OR
(I)
ANY AGREEMENT BY THE COMPANY OR ANY
SUBSIDIARY TO DO ANY OF THE FOREGOING.
(III)
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ANY
LIABILITIES, WHETHER ACTUAL OR CONTINGENT, THAT WERE NOT REFLECTED IN THE
JUNE 30, 2008 BALANCE SHEET, EXCEPT FOR LIABILITIES INCURRED AFTER THE DATE
THEREOF IN THE ORDINARY COURSE OF BUSINESS, WHICH WILL NOT HAVE ANY MATERIAL
ADVERSE EFFECT ON THE COMPANY.
4.7
PAYMENT OF TAXES.
NEITHER THE COMPANY, ANY
SUBSIDIARY, NOR ANY ENTITY TO WHOSE LIABILITIES THE COMPANY HAS SUCCEEDED, HAS
FILED OR BEEN INCLUDED IN A CONSOLIDATED, UNITARY OR COMBINED TAX RETURN WITH
ANOTHER PERSON.
EXCEPT AS SET FORTH IN SCHEDULE 4.7 AND THE COMPANY REPORTS,
THE COMPANY REPRESENTS AND WARRANTS THAT (A) THE COMPANY AND EACH SUBSIDIARY HAS
FILED ALL TAX RETURNS AND REPORTS REQUIRED TO HAVE BEEN FILED BY OR FOR IT,
INCLUDING BUT NOT LIMITED TO INCOME TAX, SALES TAX, USE TAX AND PAYROLL TAX
RETURNS, (B) ALL MATERIAL INFORMATION SET FORTH IN SUCH RETURNS OR REPORTS IS
ACCURATE AND COMPLETE, (C) THE COMPANY AND EACH SUBSIDIARY HAS PAID OR MADE
ADEQUATE PROVISION FOR ALL TAXES, ADDITIONS TO TAX, PENALTIES, AND INTEREST
PAYABLE BY THE COMPANY AND ITS SUBSIDIARIES, (D) NO MATERIAL UNPAID TAX
DEFICIENCY HAS BEEN ASSERTED AGAINST OR WITH RESPECT TO THE COMPANY OR ANY
SUBSIDIARY BY ANY TAXING AUTHORITY, NOR HAS THE COMPANY OR ANY SUBSIDIARY
RECEIVED WRITTEN NOTICE OF ANY SUCH ASSERTION, (E) THE COMPANY AND EACH
SUBSIDIARY HAS COLLECTED OR WITHHELD ALL AMOUNT REQUIRED TO BE COLLECTED OR
WITHHELD BY IT FOR ANY TAXES, AND, TO THE EXTENT REQUIRED BY LAW, ALL SUCH
AMOUNTS HAVE BEEN PAID TO THE APPROPRIATE GOVERNMENTAL AGENCIES OR SET ASIDE IN
APPROPRIATE ACCOUNTS FOR FUTURE PAYMENT WHEN DUE, (F) THE COMPANY AND EACH
SUBSIDIARY IS IN COMPLIANCE WITH, AND ITS RECORDS CONTAIN ALL INFORMATION AND
DOCUMENTS NECESSARY TO COMPLY WITH, ALL APPLICABLE INFORMATION-REPORTING AND
TAX-WITHHOLDING REQUIREMENTS, (G) THE JUNE 30, 2008 BALANCE SHEET FULLY AND
PROPERLY REFLECTS, AS OF THE DATE THEREOF, THE LIABILITIES OF THE COMPANY AND
ITS SUBSIDIARIES FOR ALL ACCRUED TAXES, ADDITIONS TO TAX, PENALTIES, AND
INTEREST, (H) FOR PERIODS ENDING AFTER JUNE 30, 2008, THE BOOKS AND RECORDS OF
THE COMPANY AND ITS SUBSIDIARIES FULLY AND PROPERLY REFLECT ITS LIABILITY FOR
ALL ACCRUED TAXES, ADDITIONS TO TAX, PENALTIES AND INTEREST, (I) THE COMPANY AND
ITS SUBSIDIARIES HAVE NOT GRANTED, NOR ARE THEY SUBJECT TO, ANY WAIVER OF THE
PERIOD OF LIMITATIONS OF THE ASSESSMENT OF TAX