PAYABLE BY THE TARGET COMPANIES WITH RESPECT TO ALL PERIODS PRIOR TO AND
THROUGH THE DATE HEREOF HAVE BEEN, AND THROUGH THE CLOSING DATE WILL BE, DULY
AND PROPERLY COMPUTED, REPORTED, FULLY PAID AND DISCHARGED AND THERE ARE NO
UNPAID TAXES WITH RESPECT TO ANY PERIOD PRIOR TO AND THROUGH THE DATE HEREOF,
AND THERE WILL NOT BE ANY UNPAID TAXES WITH RESPECT TO ANY PERIOD THROUGH THE
CLOSING DATE, WHICH ARE OR COULD BECOME A LIEN ON ANY ACQUIRED ASSETS OR THE
PURCHASED SHARES, EXCEPT FOR CURRENT TAXES NOT YET DUE AND PAYABLE.
5.9.3.
ASSESSMENTS OR INVESTIGATIONS. NONE OF THE TARGET COMPANIES HAS
RECEIVED ANY NOTICE OF ASSESSMENT OR PROPOSED ASSESSMENT BY THE IRS OR ANY OTHER
GOVERNMENTAL AUTHORITY IN CONNECTION WITH ANY TAX RETURNS AND THERE ARE NO
PENDING TAX EXAMINATIONS OF OR TAX CLAIMS ASSERTED AGAINST ANY TARGET COMPANY OR
ITS PROPERTIES.
NO TARGET COMPANY HAS WAIVED ANY STATUTE OF LIMITATIONS IN
RESPECT OF TAXES OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO A TAX
ASSESSMENT OR DEFICIENCY.
TO SELLERS' KNOWLEDGE, THERE HAS BEEN NO INTENTIONAL
DISREGARD OF ANY LAW IN THE PREPARATION OF ANY TAX RETURN APPLICABLE TO ANY
TARGET COMPANY.
NO CLAIM HAS EVER BEEN MADE BY A GOVERNMENTAL AUTHORITY IN A
JURISDICTION WHERE A TARGET COMPANY DOES NOT PAY TAXES OR FILE TAX RETURNS THAT
SUCH TARGET COMPANY IS OR MAY BE SUBJECT TO TAXES ASSESSED BY SUCH JURISDICTION.
5.9.4.
TAX LIENS. EXCEPT AS DISCLOSED IN SCHEDULE 5.9, THERE ARE NO TAX
LIENS ON ANY OF THE PROPERTIES OR ASSETS OF ANY TARGET COMPANY, EXCEPT FOR LIENS
FOR CURRENT TAXES NOT YET DUE AND PAYABLE AND, TO SELLERS' KNOWLEDGE, THERE IS
NO BASIS FOR ANY ADDITIONAL ASSESSMENT OF ANY TAXES WITH RESPECT TO ANY TARGET
COMPANY.
NO TARGET COMPANY HAS WAIVED ANY LAW FIXING, OR CONSENTED TO THE
EXTENSION OF, ANY PERIOD OF TIME FOR ASSESSMENT OF ANY TAXES WHICH WAIVER OR
CONSENT IS CURRENTLY IN EFFECT.
5.9.5.
WITHHOLDING. EACH TARGET COMPANY HAS WITHHELD AND PAID ALL TAXES
REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH AMOUNTS PAID OR DUE
AND OWING TO ANY EMPLOYEE, CREDITOR, INDEPENDENT CONTRACTOR, OR OTHER THIRD
PARTY AND EACH TARGET COMPANY HAS PROPERLY REFLECTED THE STATUS OF ALL EMPLOYEES
AND INDEPENDENT CONTRACTORS IN CONNECTION THEREWITH AS REQUIRED BY ALL
APPLICABLE LAWS.
15
5.9.6.
OTHER TAX MATTERS. NO TARGET COMPANY IS A PARTY TO, OR BOUND BY,
ANY TAX SHARING, TAX INDEMNITY, TAX ALLOCATION OR SIMILAR AGREEMENT OR
ARRANGEMENT.
NO TARGET COMPANY HAS EVER BEEN A MEMBER OF AN AFFILIATED GROUP
WITHIN THE MEANING OF SECTION 1504 OF THE CODE (OR ANY SIMILAR GROUP DEFINED
UNDER A SIMILAR PROVISION OF ANY STATE, LOCAL OR FOREIGN LAW (AN "AFFILIATED
GROUP") FILING A CONSOLIDATED FEDERAL INCOME TAX RETURN (OTHER THAN THE
AFFILIATED GROUP OF WHICH HETRONIC HOLDING IS THE INCLUDIBLE COMMON PARENT) OR
HAS EVER INCURRED ANY LIABILITY FOR THE TAXES OF ANY PERSON UNDER TREAS. REG.
SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OF ANY STATE, LOCAL,