COMPANY, WHETHER OR NOT SHOWN ON A TAX
RETURN, HAVE BEEN PAID OR SHALL BE PAID BY THE COMPANY AND NO TAXES ARE
DELINQUENT;
(D)
NO DEFICIENCY FOR ANY AMOUNT OF TAX HAS BEEN ASSERTED OR ASSESSED BY A
TAXING AUTHORITY AGAINST THE COMPANY AND THE COMPANY DOES NOT REASONABLY EXPECT
THAT ANY SUCH ASSERTION OR ASSESSMENT OF TAX LIABILITY WILL BE MADE;
(E)
THE COMPANY HAS NOT CONSENTED TO EXTEND THE TIME IN WHICH ANY TAX MAY BE
ASSESSED OR COLLECTED BY ANY TAXING AUTHORITY;
(F)
NO CLAIM HAS EVER BEEN MADE BY A TAXING AUTHORITY IN A JURISDICTION WHERE
THE COMPANY DOES NOT FILE TAX RETURNS THAT THE COMPANY IS OR MAY BE SUBJECT TO
TAXES ASSESSED BY SUCH JURISDICTION;
(G)
THE COMPANY HAS WITHHELD AND PAID ALL TAXES REQUIRED TO HAVE BEEN WITHHELD
AND PAID IN CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT
CONTRACTOR, CREDITOR, STOCKHOLDER OR OTHER THIRD PARTY; AND
(H)
THE COMPANY WILL NOT BE REQUIRED (I) AS A RESULT OF A CHANGE IN METHOD OF
ACCOUNTING FOR A TAXABLE PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE, TO
INCLUDE ANY ADJUSTMENT IN TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR ANY PORTION
THEREOF) OR (II) AS A RESULT OF ANY "CLOSING AGREEMENT," AS DESCRIBED IN
SECTION 7121 OF THE CODE (OR ANY CORRESPONDING PROVISION OF STATE, LOCAL OR
FOREIGN INCOME TAX LAW), TO INCLUDE ANY ITEM OF INCOME IN, OR EXCLUDE ANY ITEM
OF DEDUCTION FROM, TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR PORTION THEREOF)
ENDING AFTER THE CLOSING DATE.
SCHEDULE 4.10 CONTAINS A LIST OF STATES, TERRITORIES AND JURISDICTIONS (WHETHER
FOREIGN OR DOMESTIC) IN WHICH THE COMPANY IS REQUIRED TO FILE TAX RETURNS
RELATING TO THE BUSINESS.
THE PURCHASED ASSETS ARE FREE AND CLEAR OF ANY LIEN
RELATED TO ANY TAX LIABILITY OTHER THAN PERMITTED
23
ENCUMBRANCES WHATSOEVER OR HOWSOEVER ARISING (WHETHER ACCRUED, ABSOLUTE,
CONTINGENT OR OTHERWISE).
4.11
CONTRACTS AND COMMITMENTS.
(A)
EXCEPT FOR THE PURCHASED ASSETS AND OTHER MATTERS SPECIFICALLY
CONTEMPLATED BY THIS AGREEMENT, AND EXCEPT AS SET FORTH IN SCHEDULE 4.11(A),
WITH RESPECT TO THE BUSINESS, THE COMPANY IS NOT A PARTY TO OR BOUND BY, AND THE
PURCHASED ASSETS ARE NOT BOUND BY, WHETHER WRITTEN OR ORAL, ANY:
(I)
COLLECTIVE BARGAINING AGREEMENT OR CONTRACT WITH ANY LABOR UNION
OR ANY BONUS, COMMISSIONS, PENSION, PROFIT SHARING, RETIREMENT OR ANY OTHER FORM
OF DEFERRED COMPENSATION PLAN OR ANY STOCK PURCHASE, STOCK OPTION,
HOSPITALIZATION INSURANCE OR SIMILAR PLAN OR PRACTICE, WHETHER FORMAL OR
INFORMAL;
(II)
CONTRACT FOR THE EMPLOYMENT OF ANY TRANSFERRED EMPLOYEES LISTED
ON SCHEDULE 7.7(A) ON A FULL-TIME OR CONSULTING BASIS OR ANY NOTICE, SEVERANCE
OR CHANGE-OF-CONTROL AGREEMENTS;
(III)
CONTRACT RELATING TO INDEBTEDNESS OR TO MORTGAGING, PLEDGING OR
OTHERWISE PLACING A LIEN ON ANY OF THE PURCHASED ASSETS;
(IV)
LICENSE OR ROYALTY CONTRACT;
(V)
GUARANTY OF ANY OBLIGATION, OTHER THAN ENDORSEMENTS MADE FOR
COLLECTION;
(VI)
CONTRACT WITH ANY CUSTOMER LISTED ON SCHEDULE 1.1 OR ANY SUPPLIER
LISTED ON SCHEDULE 4.23;
(VII)
CONTRACT UNDER WHICH IT IS LESSEE