CONNECTION WITH ANY AMOUNTS PAID OR OWING TO ANY EMPLOYEE,
INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER OR OTHER THIRD PARTY, INCLUDING
WITHOUT LIMITATION, WITH RESPECT TO THE EMPLOYEES, ALL FEDERAL AND STATE INCOME
TAXES, FEDERAL INSURANCE CONTRIBUTION ACT, FEDERAL UNEMPLOYMENT TAX ACT AND
OTHER SIMILAR TAXES REQUIRED TO BE WITHHELD AND PAID.
(K)
NEITHER PARENT GPAA, GPAA, NOR LDMA (NOR ANY
RESPECTIVE SUBSIDIARIES) (A) HAS EVER BEEN A MEMBER OF AN AFFILIATED GROUP
(WITHIN THE MEANING OF CODE SECTION 1504(A)) FILING A CONSOLIDATED FEDERAL
INCOME TAX RETURN (OTHER THAN A GROUP THE COMMON PARENT OF WHICH WAS THE SELLER,
OUTDOOR CHANNEL HOLDINGS, INC.), (B) OWES ANY AMOUNT UNDER, OR IS (OVER EVER
WAS) A PARTY TO, ANY TAX SHARING, INDEMNIFICATION OR ALLOCATION AGREEMENT,
(C) HAS ANY LIABILITY FOR THE TAXES OF ANY PERSON UNDER TREAS. REG. SECTION
1.1502-6 (OR ANY SIMILAR PROVISION OF STATE, LOCAL, OR FOREIGN LAW), AS A
TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE.
(L)
SELLER, OUTDOOR CHANNEL HOLDINGS, INC., HAS
FILED A CONSOLIDATED FEDERAL INCOME TAX RETURN WITH PARENT GPAA, AND LDMA (AND
ITS RESPECTIVE SUBSIDIARIES) FOR THE TAXABLE YEAR IMMEDIATELY PRECEDING THE
CURRENT TAX YEAR AND IS ELIGIBLE TO MAKE A CODE SECTION 338(H)(10) ELECTION AS
IT RELATES TO THE ACQUISITION OF LDMA.
(M)
THERE ARE NO TAX LIENS ON THE ASSETS BEING ACQUIRED
FROM SELLER ATTRIBUTABLE TO TAXES, OTHER THAN WITH RESPECT TO TAXES NOT YET DUE
AND PAYABLE.
(N)
THE SELLER IS NOT, NOR HAS IT EVER BEEN, A
"FOREIGN PERSON" WITHIN THE MEANING OF SECTION 1445 OF THE CODE.
(O)
NEITHER PARENT GPAA, GPAA, NOR LDMA (NOR ANY OF
ITS RESPECTIVE SUBSIDIARIES) HAS CONSTITUTED EITHER A "DISTRIBUTING CORPORATION"
OR A "CONTROLLED CORPORATION" IN A
15
DISTRIBUTION OF STOCK INTENDED TO QUALIFY FOR TAX-FREE TREATMENT UNDER
SECTION 355 OF THE CODE (A) IN THE TWO (2) YEARS PRIOR TO THE DATE OF THIS
AGREEMENT.
(P)
NEITHER GPAA NOR LDMA (NOR ANY OF ITS RESPECTIVE
SUBSIDIARIES) (I) HAS MADE ANY PAYMENTS, IS OBLIGATED TO MAKE ANY PAYMENTS, OR
IS A PARTY TO ANY AGREEMENT THAT COULD OBLIGATE IT TO MAKE ANY PAYMENTS THAT MAY
BE TREATED AS AN "EXCESS PARACHUTE PAYMENT" UNDER SECTION 280G OF THE CODE, OR
(II) HAS MADE ANY PAYMENTS AND IS NOT A PARTY TO ANY AGREEMENT, AND DOES NOT
MAINTAIN ANY PLAN, PROGRAM OR ARRANGEMENT, THAT COULD REQUIRE IT TO MAKE ANY
PAYMENTS THAT WOULD NOT BE FULLY DEDUCTIBLE BY REASON OF SECTION 162(M) OR
SECTION
404 OF THE CODE.
(Q)
NEITHER PARENT GPAA, GPAA, NOR LDMA (NOR ANY OF
ITS RESPECTIVE SUBSIDIARIES) OWNS ANY INTEREST IN AN ENTITY THAT IS
CHARACTERIZED AS A PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES.
(R)
THERE ARE NO DEFERRED INTER-COMPANY GAINS
RELATING TO PARENT GPAA, GPAA, OR LDMA, INCLUDING UNDER TREASURY REGULATION
SECTION 1.1502-13 (OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN LAW) THAT
MUST BE RECOGNIZED PURSUANT TO THE TRANSFERS UNDER THIS AGREEMENT.
(S)
GPAA IS TREATED AS A "DISREGARDED ENTITY" FOR
FEDERAL INCOME TAX PURPOSES.
3.9
INSURANCE.
ALL INSURANCE POLICIES OF