HERETO, IS A TRUE AND CORRECT LIST SETTING FORTH THE TWENTY LARGEST CUSTOMERS
AND THE TWENTY LARGEST SUPPLIERS OF EACH OF THE CORPORATIONS BY DOLLAR AMOUNT AS
AT DECEMBER 31, 2002.
NONE OF THE VENDORS HAS REASON TO BELIEVE THAT THE
BENEFITS OF ANY RELATIONSHIP WITH ANY OF THE MAJOR CUSTOMERS OR SUPPLIERS OF THE
CORPORATIONS WILL NOT CONTINUE AFTER THE CLOSING DATE IN SUBSTANTIALLY THE SAME
MANNER AS PRIOR TO THE DATE OF THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY
DECISIONS OR ACTIONS OF THE PURCHASER;
(MM)
TAXES.
EACH OF THE CORPORATIONS HAS FILED OR CAUSED
TO BE FILED, WITHIN THE TIMES AND IN THE MANNER PRESCRIBED BY LAW, ALL FEDERAL,
PROVINCIAL, LOCAL AND FOREIGN TAX RETURNS AND TAX REPORTS WHICH ARE REQUIRED TO
BE FILED BY OR WITH RESPECT TO THE CORPORATIONS.
THE INFORMATION
IN SUCH
RETURNS AND REPORTS IS CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AND SUCH
RETURNS AND REPORTS REFLECT ACCURATELY ALL LIABILITY FOR TAXES OF EACH
28
OF THE CORPORATIONS FOR THE PERIODS COVERED THEREBY.
ALL FEDERAL, PROVINCIAL,
LOCAL AND FOREIGN INCOME, PROFITS, FRANCHISE, SALES, USE, OCCUPANCY, EXCISE AND
OTHER TAXES AND ASSESSMENTS (INCLUDING INTEREST AND PENALTIES) THAT ARE OR MAY
BECOME PAYABLE BY OR DUE FROM EITHER OF THE CORPORATIONS HAVE BEEN FULLY PAID OR
FULLY DISCLOSED AND FULLY PROVIDED FOR IN THE BOOKS AND RECORDS AND THE
FINANCIAL STATEMENTS. THE FEDERAL INCOME TAX LIABILITY OF MGA CONSTRUCTION HAS
BEEN ASSESSED FOR ALL FISCAL YEARS THROUGH ITS FISCAL YEAR ENDED ON DECEMBER 31,
2001 AND FOR MGA CONNECTORS FOR ALL FISCAL YEAR THROUGH ITS FISCAL YEAR ENDED ON
DECEMBER 31, 2001.
THERE ARE NO OUTSTANDING AGREEMENTS OR WAIVERS EXTENDING THE
STATUTORY PERIOD PROVIDING FOR AN EXTENSION OF TIME WITH RESPECT TO THE
ASSESSMENT OR RE-ASSESSMENT OF TAX OR THE FILING OF ANY TAX RETURN BY, OR ANY
PAYMENT OF ANY TAX BY EITHER OF THE CORPORATIONS, NO NOTICE OF ASSESSMENT OR
REASSESSMENT HAS BEEN RECEIVED AND, TO THE BEST KNOWLEDGE OF THE VENDORS, NO
EXAMINATION OF ANY TAX RETURN OF EITHER OF THE CORPORATIONS IS CURRENTLY IN
PROGRESS.
THERE ARE NO CLAIMS, ACTIONS, SUITS OR PROCEEDINGS (OR, TO THE BEST
KNOWLEDGE OF THE VENDORS, ANY INVESTIGATION) PENDING, OR TO THE BEST KNOWLEDGE
OF THE VENDORS, THREATENED AGAINST EITHER OF THE CORPORATIONS RELATING TO TAXES
AND NONE OF THE VENDORS KNOWS OF ANY VALID BASIS FOR ANY SUCH CLAIM, ACTION,
SUIT, PROCEEDING, INVESTIGATION OR DISCUSSION.
EACH OF THE CORPORATIONS HAS
WITHHELD FROM EACH PAYMENT MADE BY IT THE AMOUNT OF ALL TAXES AND OTHER
DEDUCTIONS REQUIRED TO BE WITHHELD THEREFROM AND HAS PAID THE SAME TO THE PROPER
TAXING OR OTHER AUTHORITY WITHIN THE TIME PRESCRIBED UNDER ANY APPLICABLE LAW.
TAX INSTALMENTS FOR THE PERIOD UP TO THE CLOSING DATE WILL BE PAID BY EACH OF
THE CORPORATIONS PRIOR TO SUCH CLOSING DATE EVEN THOUGH NOT OTHERWISE REQUIRED
TO BE PAID UNTIL A LATER DATE.
(NN)
TRANSPORTATION SERVICES.
NEITHER OF THE
CORPORATIONS PROVIDES ANY TRUCKING OR TRANSPORTATION SERVICES TO THIRD PARTIES.
(OO)