BY WHICH BLOCKER
OR ACQUISITIONCO IS BOUND RELATING TO THE VOTING OR REGISTRATION OF ANY EQUITY
INTERESTS OF BLOCKER OR ACQUISITIONCO OR PREEMPTIVE RIGHTS WITH RESPECT THERETO.
(E)
NEITHER ACQUISITIONCO NOR BLOCKER HAS
CONDUCTED ANY BUSINESS OR OPERATIONS SINCE ITS DATE OF FORMATION OTHER THAN
ACTIONS TAKEN IN CONNECTION WITH HOLDING THE BLOCKER UNITS, THE ACQUISITIONCO
UNITS, AND INTERESTS IN THE EXCLUDED HOLDCO SUBSIDIARIES, AND NEITHER
ACQUISITIONCO NOR BLOCKER HAS ANY LIABILITIES, OTHER THAN STATUTORY OBLIGATIONS
OR OBLIGATIONS UNDER THEIR RESPECTIVE GOVERNING DOCUMENTS AS IN EFFECT ON THE
DATE HEREOF, ACCURATE AND COMPLETE COPIES OF WHICH HAVE BEEN PROVIDED OR MADE
AVAILABLE TO THE BUYERS.
(F)
EACH OF ACQUISITIONCO AND BLOCKER HAS
DULY FILED WITH THE APPROPRIATE TAX AUTHORITY ALL TAX RETURNS REQUIRED TO BE
FILED (OR HAS TIMELY AND PROPERLY FILED VALID EXTENSIONS OF TIME WITH RESPECT TO
THE FILING THEREOF), AND EACH SUCH TAX RETURN WAS COMPLETE AND ACCURATE IN ALL
MATERIAL RESPECTS.
(I)
ACQUISITIONCO AND BLOCKER HAVE TIMELY PAID ALL
TAXES DUE WITH RESPECT TO EACH SUCH ENTITY, EXCEPT WITH RESPECT TO TAXES THAT
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR
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WHICH ADEQUATE RESERVES (IN ACCORDANCE WITH GAAP) HAVE BEEN MAINTAINED.
ALL
TAXES THAT ACQUISITIONCO AND BLOCKER HAVE BEEN REQUIRED TO COLLECT OR WITHHOLD
HAVE BEEN DULY COLLECTED OR WITHHELD, AND HAVE BEEN, TO THE EXTENT REQUIRED WHEN
DUE, DULY PAID TO THE PROPER TAX AUTHORITY AND EACH COMPANY HAS COMPLIED WITH
ALL MATERIAL INFORMATION REPORTING AND RECORD KEEPING REQUIREMENTS RELATED TO
WITHHOLDING.
(II)
NO DEFICIENCIES FOR TAXES OF ACQUISITIONCO OR BLOCKER HAVE BEEN
CLAIMED, PROPOSED OR ASSESSED BY ANY TAX AUTHORITY IN WRITING.
THERE ARE NO
PENDING OR, TO THE KNOWLEDGE OF HOLDCO, THREATENED AUDITS, SUITS, PROCEEDINGS,
ACTIONS OR CLAIMS FOR OR RELATING TO ANY LIABILITY IN RESPECT OF TAXES OF
ACQUISITIONCO OR BLOCKER.
SCHEDULE 4.2(F) OF THE SELLERS DISCLOSURE SCHEDULES
CONTAINS A LIST OF ALL MATERIAL TAX RETURNS OF ACQUISITIONCO AND BLOCKER THAT
HAVE BEEN AUDITED OR ARE CURRENTLY UNDER AUDIT AND DESCRIBES ANY DEFICIENCIES OR
OTHER AMOUNTS THAT HAVE BEEN PAID OR ARE CURRENTLY BEING CONTESTED. THERE ARE NO
PENDING CLAIMS FOR REFUND OF ANY TAX OF EITHER ACQUISITIONCO OR BLOCKER.
(III)
THERE ARE NO LIENS FOR TAXES (OTHER THAN PERMITTED EXCEPTIONS)
UPON THE ASSETS OF ACQUISITIONCO OR BLOCKER.
(IV)
NONE OF THE ASSETS OF ACQUISITIONCO OR BLOCKER (I) IS PROPERTY
THAT IS REQUIRED TO BE TREATED AS BEING OWNED BY ANY OTHER PERSON OR (II) IS
TREATED AS TAX-EXEMPT BOND FINANCED PROPERTY OR TAX-EXEMPT USE PROPERTY WITHIN
THE MEANING OF SECTION 168 OF THE CODE OR COMPARABLE PROVISION OF STATE OR LOCAL
TAX LAW.
(V)
NEITHER ACQUISITIONCO NOR BLOCKER IS A PARTY TO OR BOUND BY ANY
TAX SHARING, TAX INDEMNITY OR TAX ALLOCATION AGREEMENT OR OTHER SIMILAR
ARRANGEMENT WITH ANY OTHER PARTY.
(VI)
AT ALL TIMES SINCE ITS FORMATION, BLOCKER HAS BEEN CLASSIFIED FOR
U.S. FEDERAL INCOME TAX PURPOSES AS A CORPORATION.
AT ALL TIMES SINCE ITS
FORMATION, ACQUISITIONCO HAS BEEN CLASSIFIED FOR U.S. FEDERAL INCOME