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, PARTNERSHIP, CONTRACT OR OTHER ARRANGEMENT THAT IS TREATED AS A
PARTNERSHIP FOR FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX PURPOSES.
(L)
THE COMPANY WAS NOT INCLUDED AND IS NOT INCLUDIBLE IN THE TAX
RETURN OF ANY PARENT CORPORATION OTHER THAN SUCH A RETURN OF WHICH THE COMPANY
IS THE COMMON PARENT CORPORATION.
(M)
EXCEPT AS SET FORTH IN SCHEDULE 2.10(M), THE COMPANY HAS NOT:
(I)
ACQUIRED OR HAD THE USE OF ANY PROPERTY
FROM A PERSON WITH WHOM IT WAS NOT DEALING AT ARM'S LENGTH OTHER THAN AT FAIR
MARKET VALUE; OR
(II)
DISPOSED OF ANY MATERIAL ASSET TO A PERSON
WITH WHOM IT WAS NOT DEALING AT ARM'S LENGTH FOR PROCEEDS LESS THAN THE FAIR
MARKET VALUE THEREOF.
(N)
THE COMPANY IS NOT NOR HAS IT EVER BEEN A UNITED STATES REAL
PROPERTY HOLDING CORPORATION WITHIN THE MEANING OF SECTION 897(C)(1)(A)(II) OF
THE CODE.
(O)
THE COMPANY IS NOT A PERSONAL HOLDING COMPANY.
(P)
TO COMPANY'S KNOWLEDGE, THE COMPANY IS IN FULL COMPLIANCE WITH ALL
TERMS AND CONDITIONS OF ANY TAX EXEMPTIONS OR OTHER TAX-SHARING AGREEMENT OR
ORDER OF A FOREIGN GOVERNMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT HAVE ANY MATERIAL ADVERSE EFFECT ON THE CONTINUED
VALIDITY AND EFFECTIVENESS OF ANY SUCH TAX EXEMPTIONS OR OTHER TAX-SHARING
AGREEMENT OR ORDER.
16
2.11
Legal Proceedings.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 2.11:
(I)
THERE ARE NO ACTIONS OR PROCEEDINGS
BROUGHT OR, TO THE KNOWLEDGE OF THE COMPANY, PENDING OR THREATENED AGAINST THE
COMPANY OR ITS ASSETS AND PROPERTIES;
(II)
THERE ARE NO FACTS OR CIRCUMSTANCES KNOWN
TO THE COMPANY THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO ANY MATERIAL
ACTION OR PROCEEDING AGAINST THE COMPANY; AND
(III)
THE COMPANY HAS NOT RECEIVED NOTICE OF, AND
DOES NOT OTHERWISE HAVE KNOWLEDGE OF, ANY ORDERS OUTSTANDING AGAINST THE
COMPANY.
(B)
PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE COMPANY HAS
DELIVERED TO PARENT UPON PARENT'S WRITTEN REQUEST, ALL RESPONSES OF COUNSEL FOR
THE COMPANY TO AUDITOR'S REQUESTS FOR INFORMATION (TOGETHER WITH ANY UPDATES
PROVIDED BY SUCH COUNSEL) FOR THE LAST THREE (3) YEARS REGARDING ACTIONS OR
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,