INFORMATION REPORTING AND BACKUP WITHHOLDING IN
CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE, CREDITOR, INDEPENDENT
CONTRACTOR, OR OTHER THIRD PARTY.
THERE ARE NO LIENS ON ANY OF THE PURCHASED
ASSETS WITH RESPECT TO TAXES, OTHER THAN PERMITTED LIENS.
NEITHER THE SELLERS
NOR THE GUARANTOR HAVE BEEN AT ANY TIME A MEMBER OF AN AFFILIATED GROUP OF
CORPORATIONS FILING CONSOLIDATED, COMBINED OR UNITARY INCOME OR FRANCHISE TAX
RETURNS OTHER THAN AS A MEMBER OF A GROUP OF WHICH EITHER SELLER OR THE
GUARANTOR IS THE ULTIMATE PARENT FOR A PERIOD FOR WHICH THE STATUTE OF
LIMITATIONS FOR ANY TAX POTENTIALLY APPLICABLE AS A RESULT OF SUCH MEMBERSHIP
HAS NOT EXPIRED.
(B)
THE AMOUNT OF THE SELLERS' LIABILITIES FOR
UNPAID TAXES FOR ALL PERIODS THROUGH OCTOBER 31, 2009 DOES NOT, IN THE
AGGREGATE, EXCEED THE AMOUNT OF THE LIABILITY ACCRUALS FOR TAXES REFLECTED ON
THE SELLERS' FINANCIAL STATEMENTS, AND THE SELLERS' FINANCIAL STATEMENTS
PROPERLY ACCRUE IN ACCORDANCE WITH GAAP ALL LIABILITIES FOR TAXES OF THE SELLERS
PAYABLE AFTER OCTOBER 31, 2009 ATTRIBUTABLE TO TRANSACTIONS AND EVENTS OCCURRING
PRIOR TO SUCH DATE.
NO LIABILITY FOR TAXES OF THE SELLERS HAS BEEN INCURRED OR
MATERIAL AMOUNT OF TAXABLE INCOME HAS BEEN REALIZED (OR PRIOR TO AND INCLUDING
THE CLOSING DATE WILL BE INCURRED OR REALIZED) AFTER OCTOBER 31, 2009 OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS.
24
(C)
NO AUDIT OF THE TAX RETURNS OF OR INCLUDING
THE SELLERS BY A GOVERNMENT OR TAXING AUTHORITY IS IN PROCESS, THREATENED OR, TO
THE SELLERS' KNOWLEDGE, PENDING.
NO DEFICIENCIES EXIST OR HAVE BEEN ASSERTED IN
WRITING WITH RESPECT TO TAXES OF THE SELLERS, AND THE SELLERS HAVE NOT RECEIVED
WRITTEN NOTICE THAT EITHER SELLER HAS NOT FILED A TAX RETURN OR PAID TAXES
REQUIRED TO BE FILED OR PAID.
THE SELLERS ARE NOT A PARTY TO ANY ACTION OR
PROCEEDING FOR ASSESSMENT OR COLLECTION OF TAXES, NOR HAS SUCH EVENT BEEN
ASSERTED OR THREATENED IN WRITING AGAINST THE SELLERS OR ANY OF THEIR ASSETS.
NO WAIVER OR EXTENSION OF ANY STATUTE OF LIMITATIONS IS IN EFFECT WITH RESPECT
TO TAX RETURNS OR MATERIAL TAXES OF THE SELLERS.
(D)
THE SELLERS ARE NOT (NOR HAS IT EVER BEEN) A
PARTY TO ANY TAX SHARING AGREEMENT.
SINCE INCEPTION, THE SELLERS HAVE NOT BEEN
A DISTRIBUTING CORPORATION OR A CONTROLLED CORPORATION IN A TRANSACTION
DESCRIBED IN SECTION 355(A) OF THE CODE.
(E)
NO PURCHASED ASSET BEING SOLD BY THE
CANADIAN SELLER IS A "UNITED STATES REAL PROPERTY INTEREST" WITHIN THE MEANING
OF SECTION 897(C) OF THE CODE.
SECTION 2.19
ENVIRONMENTAL MATTERS.
EXCEPT AS SET
FORTH IN SECTION 2.19 OF THE DISCLOSURE SCHEDULE:
(A)
THE SELLERS POSSESS ANY AND ALL MATERIAL
ENVIRONMENTAL PERMITS NECESSARY TO OR REQUIRED FOR THEIR OPERATION OF THE
BUSINESS AS CURRENTLY CONDUCTED.
(B)
THE SELLERS ARE IN MATERIAL COMPLIANCE WITH
(I) ALL TERMS, CONDITIONS AND PROVISIONS OF THEIR ENVIRONMENTAL PERMITS; AND
(II) ALL APPLICABLE ENVIRONMENTAL LAWS.
(C)
TO THE SELLERS' KNOWLEDGE, NEITHER SELLER
NOR ANY PREDECESSOR THEREOF NOR ANY ENTITY PREVIOUSLY OWNED