a result of being
or ceasing to be a member of an affiliated, consolidated, combined or unitary
group for any period (including, without limitation, any liability under Treas.
Reg. Section 1.1502-6 or any comparable provision of foreign, state or local
law); and (iii) any liability for the payment of any amounts of the type
described in clause (i) or (ii) as a result of any express or implied obligation
to indemnify any other person or as a result of any obligations under any
agreements or arrangements with any other person with respect to such amounts
and including any liability for taxes of a predecessor or transferor entity.
Except to the extent not relevant to the Purchased Assets or the Business:
(A)
SELLER HAS TIMELY FILED ALL RETURNS, ESTIMATES, INFORMATION
STATEMENTS AND REPORTS WITH RESPECT TO ANY MATERIAL TAXES ("TAX RETURNS") THAT
IT WAS REQUIRED TO FILE.
ALL SUCH TAX RETURNS ARE CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AND HAVE BEEN COMPLETED IN ACCORDANCE WITH APPLICABLE LAW.
ALL TAXES OWED BY SELLER (WHETHER OR NOT SHOWN ON ANY TAX RETURN) WERE PAID IN
FULL WHEN DUE.
(B)
SELLER HAS TIMELY WITHHELD OR PAID WITH RESPECT TO ITS EMPLOYEES
OR OTHER THIRD PARTIES AND TIMELY PAID OVER ANY WITHHELD AMOUNTS TO THE
APPROPRIATE TAXING AUTHORITY ALL SINGAPOREAN AND U.S. FEDERAL AND STATE INCOME
TAXES, FEDERAL INSURANCE CONTRIBUTION ACT, FEDERAL UNEMPLOYMENT TAX ACT AND
OTHER TAXES REQUIRED TO BE WITHHELD OR PAID.
(C)
SELLER HAS MADE AVAILABLE TO PARENT COPIES OF ALL TAX RETURNS
RELATING TO THE BUSINESS OR THE PURCHASED ASSETS FOR ALL PERIODS SINCE THE
SELLER'S INCORPORATION.
(D)
SELLER HAS PAID ALL TAXES FOR WHICH SELLER IS LIABLE TO PAY IN
RESPECT OF THE PURCHASED ASSETS.
3.7
Title of Properties; Absence of Liens and Encumbrances; Condition
of Equipment.
(A)
ALL CURRENT LEASES RELATED TO THE BUSINESS ARE IN FULL FORCE AND
EFFECT, ARE VALID AND EFFECTIVE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, AND
THERE IS NOT, UNDER ANY OF SUCH LEASES, ANY EXISTING DEFAULT OR EVENT OF DEFAULT
(OR EVENT WHICH WITH NOTICE OR LAPSE OF TIME, OR
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BOTH, WOULD CONSTITUTE A DEFAULT) ON THE PART OF SELLER AND, TO THE KNOWLEDGE OF
SELLER, ON THE PART OF ANY OTHER PARTY THERETO.
(B)
SELLER HAS GOOD AND VALID TITLE TO, OR, IN THE CASE OF LEASED
PROPERTIES AND ASSETS VALID LEASEHOLD INTERESTS IN, ALL OF THE PURCHASED ASSETS,
FREE AND CLEAR OF ANY LIENS, EXCEPT (I) AS REFLECTED IN THE SELLER DISCLOSURE
LETTER, AND (II) SUCH IMPERFECTIONS OF TITLE AND ENCUMBRANCES, IF ANY, WHICH DO
NOT DETRACT FROM THE VALUE OR INTERFERE WITH THE PRESENT USE OF, IN ANY MATERIAL
RESPECT, ASSETS SUBJECT THERETO (THE "PERMITTED LIENS").
SELLER IS A PARTY TO
AND ENJOYS THE RIGHT TO THE BENEFITS OF ALL ASSIGNED CONTRACTS.
(C)
ALL OF THE FIXED ASSETS ARE IN GOOD OPERATING CONDITION AND REPAIR
(NORMAL WEAR AND TEAR EXCEPTED) AND ARE SUITABLE FOR THE PURPOSES FOR WHICH THEY
ARE CURRENTLY USED.
(D)
SELLER HAS THE COMPLETE