NO DEFICIENCIES FOR TAXES HAVE BEEN CLAIMED, PROPOSED IN WRITING
OR ASSESSED BY ANY TAXING OR OTHER GOVERNMENTAL BODY AGAINST THE SELLERS OR
THEIR SUBSIDIARIES THAT HAVE NOT OTHERWISE BEEN PAID, SETTLED OR CONTESTED IN
GOOD FAITH. THERE ARE NO INVESTIGATIONS, DISPUTES OR CLAIMS OR OTHER ACTIONS FOR
OR RELATING TO ANY ADDITIONAL LIABILITY FOR OR RELATING TO ANY LIABILITY FOR
TAXES WITH RESPECT TO THE SELLERS OR THEIR SUBSIDIARIES FOR WHICH SELLERS HAVE
RECEIVED WRITTEN NOTICE, OR TO SELLERS' KNOWLEDGE IS CURRENTLY THREATENED.
NEITHER SELLER NOR ANY OF THEIR SUBSIDIARIES 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.
(E)
SELLERS HAVE MADE AVAILABLE TO BUYER ALL FEDERAL AND STATE INCOME
AND ALL STATE SALES AND USE TAX RETURNS REQUESTED BY BUYER FOR ALL PERIODS SINCE
JANUARY 1, 2004.
(F)
ALL MATERIAL ELECTIONS WITH RESPECT TO TAXES AFFECTING THE
PURCHASED ASSETS AS OF THE DATE HEREOF, TO THE EXTENT SUCH ELECTIONS ARE NOT
SHOWN ON OR IN THE TAX RETURNS OF THE SELLERS OR THEIR SUBSIDIARIES THAT HAVE
BEEN DELIVERED TO THE BUYER BY THE SELLERS PRIOR TO THE DATE HEREOF, ARE SET
FORTH IN SECTION 3.15(F) OF THE SELLERS' DISCLOSURE LETTER.
(G)
NEITHER SELLER NOR ANY OF THEIR SUBSIDIARIES HAS BEEN A MEMBER OF
AN AFFILIATED GROUP OF CORPORATIONS WITHIN THE MEANING OF SECTION 1504 OF THE
CODE (OTHER THAN THE AFFILIATED GROUP OF WHICH PARENT IS THE COMMON PARENT) OR
HAS ANY LIABILITY FOR THE TAXES OF ANY OTHER PERSON (I) UNDER TREASURY
REGULATION SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN
LAW), (II) AS A TRANSFEREE OR SUCCESSOR, (III) BY CONTRACT OR (IV) OTHERWISE.
(H)
THERE ARE NO, AND AT THE CLOSING DATE THERE WILL BE NO,
TAX-SHARING AGREEMENTS OR SIMILAR ARRANGEMENTS (INCLUDING INDEMNITY AGREEMENTS)
WITH RESPECT TO OR INVOLVING THE SELLERS, THEIR SUBSIDIARIES OR THE PURCHASED
ASSETS.
3.16
Title of Properties; Absence of Liens and Encumbrances; Condition
of Assets.
(A)
NEITHER SELLERS NOR ANY OF THEIR SUBSIDIARIES OWN ANY REAL
PROPERTY, NOR HAVE ANY OF THEM EVER OWNED ANY REAL PROPERTY. ALL CURRENT LEASES
OF SELLERS AND THEIR RESPECTIVE SUBSIDIARIES RELATING TO THE PURCHASED ASSETS OR
ASSUMED LIABILITIES 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 BOTH, WOULD CONSTITUTE A DEFAULT) ON THE PART OF ANY OF THEM
AND, TO THE KNOWLEDGE OF THE SELLERS, ON THE PART OF ANY OTHER PARTY THERETO.
(B)
EXCEPT AS SET FORTH IN SECTION 3.16(B) OF SELLERS' DISCLOSURE
LETTER, SELLERS HAVE THE NECESSARY POWER AND RIGHT TO SELL, ASSIGN, TRANSFER,
CONVEY AND DELIVER THE PURCHASED ASSETS TO BUYER. EXCEPT AS SET FORTH IN
SECTION 3.16(B) OF SELLERS' DISCLOSURE LETTER, FOLLOWING THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND THE
EXECUTION