AND WILL TIMELY FILE ON OR BEFORE THE CLOSING DATE WITH RESPECT TO ANY
TAXABLE PERIODS ENDING ON OR BEFORE THE CLOSING DATE (TO THE EXTENT DUE PRIOR TO
THE CLOSING DATE), WITH ALL APPROPRIATE GOVERNMENTAL ENTITIES ALL MATERIAL TAX
RETURNS IN RESPECT OF TAXES BY THE DATE SUCH RETURNS WERE DUE TO BE FILED (AFTER
GIVING EFFECT TO EXTENSIONS TIMELY FILED) AND ALL SUCH RETURNS ARE CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS.
COPIES OF ALL TAX RETURNS FILED IN RESPECT
OF THE LAST THREE FISCAL YEARS OF EACH OF THE COMPANIES HAVE BEEN MADE AVAILABLE
TO THE PURCHASER.
EXCEPT AS SET FORTH ON SCHEDULE 3.7(A), THE COMPANIES HAVE
PAID IN FULL ALL TAXES (WHETHER OR NOT SUCH TAXES ARE REQUIRED TO BE SHOWN ON A
TAX RETURN) DUE PRIOR TO THE DATE HEREOF, WILL PAY ALL TAXES (WHETHER OR NOT
SUCH TAXES ARE REQUIRED TO BE SHOWN ON A TAX RETURN) DUE AFTER THE DATE HEREOF
AND PRIOR TO THE CLOSING AND, IN THE CASE OF TAXES ACCRUING ON OR BEFORE THE
CLOSING THAT ARE NOT DUE ON OR BEFORE THE CLOSING, EACH COMPANY HAS OR WILL MAKE
ADEQUATE PROVISION IN ITS BOOKS AND RECORDS FOR SUCH PAYMENT.
EXCEPT AS SET
FORTH ON SCHEDULE 3.7(A), THE COMPANIES HAVE WITHHELD FROM EACH PAYMENT MADE TO
ANY OF ITS PRESENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS AND
CREDITORS ALL AMOUNTS REQUIRED BY LAW TO BE WITHHELD AND HAVE, WHERE REQUIRED,
REMITTED SUCH AMOUNTS WITHIN THE APPLICABLE PERIODS ALLOWED BY LAW TO THE
APPROPRIATE GOVERNMENTAL ENTITIES.
ALL INDIVIDUALS PAID FOR SERVICES BY THE
COMPANIES HAVE BEEN PROPERLY CLASSIFIED AS EITHER EMPLOYEES OR INDEPENDENT
CONTRACTORS IN ACCORDANCE WITH THE CODE AND APPLICABLE TAX LAWS.
IN ADDITION,
EXCEPT AS SET FORTH ON SCHEDULE 3.7(A), (I) NO ASSESSMENTS FOR TAXES HAVE BEEN
ISSUED AGAINST ANY COMPANY BY A GOVERNMENTAL ENTITY THAT REMAIN OUTSTANDING AND
UNPAID; (II) WITHIN THE LAST THREE (3) YEARS, NO GOVERNMENTAL ENTITY HAS
CONDUCTED AN AUDIT OF ANY COMPANY IN RESPECT OF TAXES; AND (III) NO COMPANY HAS
EXECUTED OR FILED ANY AGREEMENT EXTENDING THE PERIOD FOR THE ASSESSMENT OR
COLLECTION OF ANY TAXES.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.7(B), NO COMPANY HAS RECEIVED FROM ANY
FOREIGN, FEDERAL, STATE, OR LOCAL TAXING AUTHORITY (INCLUDING JURISDICTIONS
WHERE ANY COMPANY HAS NOT FILED TAX RETURNS) ANY (I) NOTICE INDICATING AN INTENT
TO OPEN AN AUDIT OR OTHER REVIEW, OR (II) NOTICE OF DEFICIENCY OR PROPOSED
ADJUSTMENT FOR ANY AMOUNT OF TAX PROPOSED, ASSERTED, OR ASSESSED BY ANY TAXING
AUTHORITY AGAINST ANY COMPANY (EXCLUDING ANY SUCH NOTICES RELATED TO TAX PAID OR
MATTERS OTHERWISE RESOLVED PRIOR TO THE DATE OF THE INTERIM BALANCE SHEET).
EXCEPT AS SET FORTH ON SCHEDULE 3.7(B), NO CLAIM HAS EVER BEEN MADE BY A
GOVERNMENTAL ENTITY IN A JURISDICTION WHERE ANY COMPANY DOES NOT FILE TAX
RETURNS THAT ANY COMPANY IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
THERE ARE NO ENCUMBRANCES FOR TAXES (OTHER THAN TAXES NOT YET DUE AND PAYABLE)
UPON ANY OF