COMPANY (I) DID NOT, AS OF THE MOST RECENT FISCAL MONTH END,
EXCEED BY ANY MATERIAL AMOUNT THE RESERVE FOR LIABILITY FOR INCOME TAX (OTHER
THAN THE RESERVE FOR DEFERRED TAXES ESTABLISHED TO REFLECT TIMING DIFFERENCES
BETWEEN BOOK AND TAX INCOME) SET FORTH ON THE FACE OF THE COMPANY'S MOST RECENT
BALANCE SHEET AND (II) WILL NOT, TO SHAREHOLDER'S KNOWLEDGE, EXCEED BY ANY
MATERIAL AMOUNT THAT RESERVE AS ADJUSTED FOR OPERATIONS AND TRANSACTIONS THROUGH
THE CLOSING DATE.
(C)
THE COMPANY IS NOT PRESENTLY A PARTY TO ANY
AGREEMENT EXTENDING THE TIME WITHIN WHICH TO FILE ANY TAX RETURN.
TO
SHAREHOLDER'S KNOWLEDGE, NO CLAIM HAS EVER BEEN MADE BY A TAXING AUTHORITY OF
ANY JURISDICTION IN WHICH THE COMPANY DOES NOT FILE TAX RETURNS THAT IT IS OR
MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
(D)
TO SHAREHOLDER'S KNOWLEDGE, THE COMPANY OR
ITS AGENTS, IF APPLICABLE, HAVE COLLECTED OR WITHHELD ALL AMOUNTS REQUIRED TO BE
COLLECTED OR WITHHELD BY IT ON ACCOUNT OF TAXES OR OTHERWISE, AND HAVE REMITTED
THE SAME TO THE APPROPRIATE GOVERNMENTAL AUTHORITY IN THE MANNER AND WITHIN THE
TIME REQUIRED UNDER ANY APPLICABLE LEGISLATION OR, IF IT IS NOT YET DUE, HAVE
SET IT ASIDE IN APPROPRIATE ACCOUNTS FOR PAYMENT WHEN DUE.
(E)
THE SHAREHOLDER DOES NOT HAVE KNOWLEDGE OF
ANY ACTIONS BY ANY TAXING AUTHORITY IN CONNECTION WITH ASSESSING A MATERIAL
AMOUNT OF ADDITIONAL TAXES AGAINST AND IN RESPECT OF THE COMPANY FOR ANY PAST
PERIOD.
THERE IS NO DISPUTE OR CLAIM CONCERNING ANY TAX LIABILITY OF THE
COMPANY (I) THREATENED, CLAIMED OR RAISED BY ANY TAXING AUTHORITY AND (II) OF
WHICH THE COMPANY IS AWARE.
THERE ARE NO LIENS FOR TAXES UPON THE ASSETS AND
PROPERTIES OF THE COMPANY OTHER THAN LIENS FOR TAXES NOT YET DUE OR WHICH ARE
BEING CONTESTED BY THE COMPANY IN GOOD FAITH.
(F)
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
14
TREATED AS INCLUDING, THE COMPANY WITH RESPECT TO ANY TAX ASSESSMENT OR
DEFICIENCY AFFECTING THE COMPANY.
(G)
THE COMPANY HAS NOT RECEIVED ANY WRITTEN
RULING RELATED TO TAXES OR ENTERED INTO ANY AGREEMENT WITH A TAXING AUTHORITY
RELATING TO TAXES.
(H)
THE COMPANY HAS NO MATERIAL LIABILITY FOR
THE TAXES OF ANY PERSON OTHER THAN THE COMPANY OR (I) AS A TRANSFEREE OR
SUCCESSOR, OR (II) BY CONTRACT OR (III) OTHERWISE.
(I)
THE COMPANY HAS NOT AGREED TO MAKE AND
IS 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.
(J)
THE COMPANY IS NOT A PARTY TO OR BOUND
BY ANY OBLIGATIONS UNDER ANY TAX SHARING, TAX ALLOCATION, TAX INDEMNITY OR
SIMILAR AGREEMENT OR ARRANGEMENT.
(K)
THE COMPANY IS NOT INVOLVED IN, SUBJECT TO,
OR A PARTY TO ANY JOINT VENTURE,