the Parent or
Merger Sub, or any of their Assets and Properties which has had or could
reasonably be expected to have the effect of prohibiting or impairing any
current or future business practice of the Parent or Merger Sub, respectively,
any acquisition of property by the Parent or Merger Sub or the conduct of
business by the Parent or Merger Sub as currently conducted or as proposed to be
conducted by the Parent or Merger Sub, directly related to this Agreement.
3.10
Taxes.
(A)
THE PARENT AND MERGER SUB HAVE, IF REQUIRED BY STATUTES, PROPERLY
FILED AND PAID ANY TAXES DUE IN CONNECTION HEREWITH.
THE PARENT AND MERGER SUB
ARE NOT REQUIRED TO, AND DO NOT EXPECT TO, FILE AND PAY TAXES ON THEIR
OPERATIONS FOR THE TAX YEAR 2006, BY THE DUE DATE, OR THE EXTENSION THEREOF.
THE PARENT AND MERGER SUB HAVE PREPARED AND MAINTAINED
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ADEQUATE RECORDS SO AS TO FACILITATE THE PROMPT FILING OF TAX RETURNS WHEN THEY
BECOME DUE, IF REQUIRED TO BE FILED.
(B)
THE PARENT AND MERGER SUB HAVE NOT INCURRED ANY MATERIAL LIABILITY
FOR TAXES OTHER THAN AS REFLECTED ON THEIR FINANCIALS.
(C)
THE PARENT AND MERGER SUB DO NOT HAVE KNOWLEDGE OF ANY ACTIONS BY
ANY TAXING AUTHORITY IN CONNECTION WITH ASSESSING ADDITIONAL TAXES AGAINST AND
IN RESPECT OF THE PARENT AND MERGER SUB FOR ANY PAST PERIOD.
THERE IS NO
DISPUTE OR CLAIM CONCERNING ANY TAX LIABILITY OF THE PARENT AND MERGER SUB (I)
THREATENED, CLAIMED OR RAISED BY ANY TAXING AUTHORITY AND (II) OF WHICH THE
PARENT AND MERGER SUB ARE AWARE.
THERE ARE NO LIENS FOR TAXES UPON THE ASSETS
AND PROPERTIES OF THE PARENT AND MERGER SUB OTHER THAN LIENS FOR TAXES NOT YET
DUE.
(D)
THERE ARE NO OUTSTANDING AGREEMENTS OR WAIVERS EXTENDING THE
STATUTORY PERIOD OF LIMITATION APPLICABLE TO ANY TAX RETURNS REQUIRED TO BE
FILED BY, OR WHICH INCLUDE OR ARE TREATED AS INCLUDING, THE PARENT OR MERGER SUB
WITH RESPECT TO ANY TAX ASSESSMENT OR DEFICIENCY AFFECTING THE PARENT OR MERGER
SUB.
(E)
THE PARENT AND MERGER SUB HAVE NOT RECEIVED ANY WRITTEN RULING
RELATED TO TAXES OR ENTERED INTO ANY AGREEMENT WITH A TAXING AUTHORITY RELATING
TO TAXES.
(F)
THE PARENT AND MERGER SUB HAVE NO LIABILITY FOR THE TAXES OF ANY
PERSON OTHER THAN THE PARENT AND MERGER SUB, RESPECTIVELY OR (I) AS A TRANSFEREE
OR SUCCESSOR, OR (II) BY CONTRACT OR (III) OTHERWISE.
(G)
THE PARENT AND MERGER SUB HAVE NOT AGREED TO MAKE AND ARE NOT
REQUIRED TO MAKE ANY ADJUSTMENT UNDER SECTION 481 OR 263A OF THE CODE OR ANY
COMPARABLE PROVISION UNDER STATE LAWS BY REASON OF A CHANGE IN ACCOUNTING METHOD
OR AS A RESULT OF TRANSACTIONS OR EVENTS PRIOR TO THE DATE HEREOF.
(H)
THE PARENT AND MERGER SUB ARE NOT A PARTY TO OR BOUND BY ANY
OBLIGATIONS UNDER ANY TAX SHARING, TAX ALLOCATION, TAX INDEMNITY OR SIMILAR
AGREEMENT OR ARRANGEMENT.
(I)
THE PARENT AND MERGER SUB ARE NOT INVOLVED IN, SUBJECT