OTHER MATERIAL TAX RETURNS REQUIRED TO BE FILED BY IT, AND ALL
SUCH TAX RETURNS WERE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AND
(II) PAID ON A TIMELY BASIS ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH TAX
RETURNS.
(B)
EACH COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE LAWS RELATING TO THE PAYMENT AND WITHHOLDING OF TAXES AND HAS, WITHIN
THE TIME AND MANNER
17
prescribed by law, paid over to the proper Governmental Entity in all material
respects all amounts required to be withheld and paid over under all applicable
laws.
(C)
THERE ARE NO LIENS FOR TAXES IMPOSED ON THE ASSETS OF ANY COMPANY
EXCEPT FOR LIENS FOR TAXES NOT YET DUE AND PAYABLE OR LIENS FOR TAXES BEING
CONTESTED IN GOOD FAITH.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 5.10(D), TO THE KNOWLEDGE OF THE
SELLER, NO EXAMINATION OR AUDIT OR APPEAL OF ANY TAX RETURN OF ANY COMPANY IS
CURRENTLY IN PROGRESS.
THERE IS NO DISPUTE OR CLAIM CONCERNING ANY LIABILITY
FOR TAXES REQUIRED TO BE PAID, COLLECTED OR REMITTED BY ANY COMPANY THAT IS
CLAIMED OR RAISED BY A TAXING AUTHORITY IN WRITING.
(E)
NONE OF THE COMPANIES HAS (I) WAIVED ANY STATUTE OF LIMITATIONS
WITH RESPECT TO TAXES OF SUCH COMPANY OR AGREED TO EXTEND THE PERIOD FOR
ASSESSMENT OR COLLECTION OF ANY SUCH TAXES WHICH PERIOD HAS NOT EXPIRED, (II)
REQUESTED OR RECEIVED ANY EXTENSION OF TIME WITHIN WHICH TO PAY ANY TAXES OR TO
FILE ANY TAX RETURN OF SUCH COMPANY, WHICH TAX RETURN HAS NOT YET BEEN FILED, OR
(III) REQUESTED OR RECEIVED ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY
MATERIAL ELECTIONS RELATING TO TAXES FOR WHICH SUCH COMPANY IS OR MAY BE LIABLE.
(F)
TO THE KNOWLEDGE OF THE SELLER, NONE OF THE COMPANIES HAS ANY
LIABILITY FOR TAXES OF ANY PERSON UNDER TREASURY REGULATION 1.1502-6 (OR ANY
SIMILAR PROVISION OF STATE OR LOCAL INCOME TAX LAW), AS A TRANSFEREE OR
SUCCESSOR OR BY CONTRACT.
(G)
NONE OF THE COMPANIES ARE A PARTY TO OR BOUND BY ANY TAX
INDEMNITY, TAX SHARING OR TAX ALLOCATION AGREEMENT.
(H)
SINCE JANUARY 1, 2002, TO THE KNOWLEDGE OF THE SELLER, NO CLAIM
HAS BEEN MADE IN WRITING BY ANY TAX AUTHORITY IN A JURISDICTION WHERE ANY OF THE
COMPANIES HAS NOT FILED A TAX RETURN THAT IT IS OR MAY BE SUBJECT TO TAX BY SUCH
JURISDICTION.
(I)
NO RULING WITH RESPECT TO TAXES HAS BEEN REQUESTED BY OR ON
BEHALF OF ANY OF THE COMPANIES THAT COULD REASONABLY BE EXPECTED TO RESULT IN
TAXES FOR A PERIOD BEGINNING AFTER THE CLOSING DATE.
(J)
SINCE JANUARY 1, 2004, NO COMPANY HAS DISTRIBUTED STOCK OF
ANOTHER PERSON, OR HAS HAD ITS STOCK DISTRIBUTED BY ANOTHER PERSON, IN A
TRANSACTION THAT WAS PURPORTED OR INTENDED TO BE GOVERNED IN WHOLE OR PART BY
SECTION 355 OR SECTION 361 OF THE CODE.
(K)
NO COMPANY IS A PARTY TO ANY AGREEMENT, CONTRACT, ARRANGEMENT OR
PLAN THAT