THE OPERATION OF THE BUSINESS. ALL SUCH TAX RETURNS
WERE COMPLETE AND CORRECT IN ALL RESPECTS. NO PORTION OF ANY TAX RETURN THAT
RELATES TO THE PURCHASED ASSETS OR THE OPERATION OF THE BUSINESS HAS BEEN THE
SUBJECT OF ANY AUDIT, ACTION, SUIT, PROCEEDING, CLAIM OR EXAMINATION BY ANY
GOVERNMENTAL AUTHORITY, AND NO SUCH AUDIT, ACTION, SUIT, PROCEEDING, CLAIM,
DEFICIENCY OR ASSESSMENT IS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED.
SELLER IS NOT CURRENTLY THE BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO
FILE ANY SUCH TAX RETURN, AND SELLER HAS NOT WAIVED ANY STATUTE OF LIMITATION
WITH RESPECT TO ANY SUCH TAX OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO
A TAX ASSESSMENT OR DEFICIENCY. NO CLAIM HAS EVER BEEN MADE BY A TAX AUTHORITY
IN A JURISDICTION WHERE SELLER DOES NOT FILE TAX RETURNS THAT IT IS OR MAY BE
SUBJECT TO TAXATION BY THAT JURISDICTION IN CONNECTION WITH THE BUSINESS OR THE
PURCHASED ASSETS. THERE ARE NO LIENS FOR TAXES UPON THE PURCHASED ASSETS OTHER
THAN PERMITTED LIENS, (AND SCHEDULE 8.02(A) CONTAINS A LIST OF ALL TAXES BEING
CONTESTED IN GOOD FAITH). SELLER DOES NOT HAVE, AND HAS NOT HAD, A PERMANENT
ESTABLISHMENT OR OTHER TAXABLE PRESENCE IN ANY FOREIGN COUNTRY IN CONNECTION
WITH THE OPERATION OF THE BUSINESS OR THE ACQUISITION, USE, OR HOLDING OF THE
PURCHASED ASSETS, AS DETERMINED UNDER THE LAWS OF SUCH COUNTRY OR ANY APPLICABLE
TAX TREATY OR CONVENTION BETWEEN THE UNITED STATES AND SUCH FOREIGN COUNTRY.
SELLER DOES NOT HAVE ANY LIABILITY FOR THE TAXES OF ANY PERSON (OTHER THAN
SELLER) UNDER TREASURY REGULATION SECTION 1.1502-6 (OR ANY CORRESPONDING
PROVISION OF STATE, LOCAL OR FOREIGN TAX LAW), OR AS A TRANSFEREE OR SUCCESSOR,
OR BY CONTRACT, OR OTHERWISE THAT COULD HAVE ANY ADVERSE EFFECT UPON THE BUYER
(OR ANY AFFILIATE).
(B)
SELLER HAS WITHHELD AND PAID ALL TAXES REQUIRED TO HAVE BEEN
WITHHELD AND PAID IN CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE,
STOCKHOLDER, INDEPENDENT CONTRACTOR, CREDITOR, OR OTHER THIRD PARTY AND RELATING
TO THE BUSINESS OR THE PURCHASED ASSETS. NONE OF THE ASSUMED LIABILITIES IS AN
OBLIGATION TO MAKE A PAYMENT THAT WILL NOT BE DEDUCTIBLE UNDER SECTION 280G OF
THE CODE.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 8.02(C), NO STATE OF FACTS EXISTS
OR HAS EXISTED THAT WOULD CONSTITUTE GROUNDS FOR THE ASSESSMENT AGAINST BUYER,
WHETHER BY REASON OF TRANSFEREE LIABILITY OR OTHERWISE, OF ANY LIABILITY FOR ANY
TAX OF ANYONE OTHER THAN BUYER. THE PURCHASED ASSETS DO NOT INCLUDE ANY STOCK OR
OTHER OWNERSHIP INTERESTS IN ANY FOREIGN OR DOMESTIC CORPORATIONS, PARTNERSHIPS,
JOINT VENTURES, LIMITED LIABILITY COMPANIES, BUSINESS TRUSTS, OR OTHER ENTITIES.
(D)
SELLER HAS TIMELY PAID ALL TAXES, AND ALL INTEREST AND PENALTIES
DUE THEREON AND PAYABLE BY IT, FOR THE PRE-CLOSING TAX PERIOD WHICH WILL HAVE
BEEN REQUIRED TO BE PAID ON OR PRIOR TO THE CLOSING DATE, THE NON-PAYMENT OF
WHICH WOULD RESULT IN A LIEN ON ANY PURCHASED ASSET, WOULD OTHERWISE ADVERSELY
AFFECT THE BUSINESS OR WOULD