ANY TAXING AUTHORITY OR SIGNED AN AGREEMENT WITH
RESPECT THERETO OR SIGNED ANY CLOSING AGREEMENT WITH RESPECT TO ANY TAXES THAT
ARE RELATED TO THE BUSINESS FOR ANY PERIOD ENDING ON OR BEFORE THE CLOSING THAT
COULD HAVE ANY EFFECT UPON BUYER, THE ASSETS OR THE BUSINESS AFTER THE CLOSING.
(D)
THE MEMBERS OF THE SELLER GROUP HAVE
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS RELATING TO THE PAYMENT AND WITHHOLDING OF TAXES RELATED TO THE
BUSINESS WITHIN THE TIME AND THE MANNER PRESCRIBED BY LAW, AND HAVE WITHHELD AND
PAID OVER TO THE PROPER TAXING AUTHORITIES ALL AMOUNTS REQUIRED TO BE SO
WITHHELD AND PAID OVER UNDER APPLICABLE LAWS.
(E)
NO FEDERAL, STATE, LOCAL OR FOREIGN AUDITS,
EXAMINATIONS, INVESTIGATIONS OR OTHER ADMINISTRATIVE PROCEEDINGS OR COURT
PROCEEDINGS ARE PRESENTLY PENDING WITH REGARD TO ANY TAXES OR TAX RETURNS OF THE
MEMBERS OF THE SELLER GROUP THAT ARE RELATED TO THE BUSINESS.
(F)
ALL DEFICIENCIES FOR TAX RELATED TO THE
BUSINESS THAT HAVE BEEN CLAIMED, PROPOSED OR ASSERTED HAVE BEEN FULLY PAID OR
FINALLY SETTLED, AND NO ISSUE HAS BEEN RAISED IN ANY EXAMINATION BY ANY TAXING
AUTHORITY THAT, BY APPLICATION OF SIMILAR PRINCIPLES, COULD REASONABLY BE
EXPECTED TO RESULT IN THE PROPOSAL OR ASSERTION OF SUCH A TAX DEFICIENCY FOR
ANOTHER YEAR NOT SO EXAMINED AND HAVE ANY EFFECT UPON BUYER, THE ASSETS OR THE
BUSINESS AFTER THE CLOSING.
(G)
THERE ARE NO OUTSTANDING REQUESTS,
AGREEMENTS, CONSENTS OR WAIVERS TO EXTEND THE STATUTORY PERIOD OF LIMITATIONS
APPLICABLE TO THE ASSESSMENT OF ANY TAXES OR DEFICIENCIES FOR TAXES RELATED TO
THE BUSINESS AGAINST ANY MEMBER OF THE SELLER GROUP.
(H)
OTHER THAN ANY TAX RETURNS THAT HAVE NOT YET
BEEN REQUIRED TO BE FILED (TAKING INTO ACCOUNT ALL PROPER EXTENSIONS), THE
SELLER GROUP HAS MADE AVAILABLE TO BUYER TRUE, CORRECT AND COMPLETE COPIES OF
ALL TAX RETURNS OR PORTIONS THEREOF RELATED TO THE BUSINESS.
(I)
SCHEDULE 3.13(I) OF THE DISCLOSURE
SCHEDULES SETS FORTH ALL MATERIAL ELECTIONS WITH RESPECT TO TAXES RELATED TO THE
BUSINESS MADE BY EACH MEMBER OF THE SELLER GROUP TO THE EXTENT SUCH ELECTIONS
WOULD BE BINDING UPON THE BUYER AFTER THE CLOSING.
(J)
NO MEMBER OF THE SELLER GROUP HAS
RECEIVED WRITTEN NOTICE OF ANY CLAIM MADE BY AN AUTHORITY IN A JURISDICTION
WHERE SUCH MEMBER OF THE SELLER GROUP DOES NOT FILE TAX RETURNS, THAT THE SELLER
GROUP IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION IN RESPECT OF THE
ASSETS OR THE BUSINESS.
(K)
"TAX" OR, COLLECTIVELY, "TAXES," SHALL MEAN
(I) ANY AND ALL FEDERAL, STATE, LOCAL AND FOREIGN TAXES, ASSESSMENTS AND OTHER
GOVERNMENTAL CHARGES, DUTIES, IMPOSITIONS AND LIABILITIES, INCLUDING TAXES BASED
UPON OR MEASURED BY GROSS RECEIPTS, INCOME, PROFITS, SALES, USE AND OCCUPATION,
AND VALUE ADDED, AD VALOREM,
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TRANSFER, FRANCHISE, WITHHOLDING, PAYROLL, RECAPTURE, EMPLOYMENT, EXCISE AND
PROPERTY TAXES, TOGETHER WITH ALL INTEREST, PENALTIES AND ADDITIONS IMPOSED WITH
RESPECT TO SUCH AMOUNTS; (II) ANY LIABILITY FOR THE PAYMENT OF ANY AMOUNTS OF
THE TYPE DESCRIBED IN