LDMA
(AND ANY SUBSIDIARIES THEREOF).
(B)
THE ACCRUED LIABILITY FOR TAXES OF SELLER ON OR
BEFORE THE DATE HEREOF (I) DID NOT, AS OF THE DATE OF THE SELLER'S MOST RECENT
REGULARLY PREPARED BALANCE SHEET, EXCEED THE RESERVE FOR TAX LIABILITY SET FORTH
THEREON, AND (II) WILL NOT EXCEED THAT RESERVE AS ADJUSTED FOR THE PASSAGE OF
TIME THROUGH THE CLOSING DATE IN ACCORDANCE WITH THE PAST CUSTOM AND PRACTICE OF
SELLER IN FILING ITS TAX RETURNS.
(C)
ALL TAXES DUE AND OWING BY SELLER WITH RESPECT TO
THE GOLD BUSINESS ON OR BEFORE THE DATE HEREOF (WHETHER OR NOT SHOWN ON ANY TAX
RETURN) HAVE BEEN PAID.
(D)
SINCE DECEMBER 31, 2006, SELLER HAS NOT INCURRED
ANY LIABILITY FOR TAXES OUTSIDE THE ORDINARY COURSE OF BUSINESS THAT WOULD
ADVERSELY AFFECT BUYER'S OWNERSHIP OF THE GOLD BUSINESS.
(E)
EXCEPT FOR TAXES FOR THE PERIOD ENDED DECEMBER
31, 2006, THE SELLER IS NOT CURRENTLY THE BENEFICIARY OF ANY EXTENSION OF TIME
WITHIN WHICH TO FILE ANY TAX RETURN.
(F)
NO CLAIM HAS EVER BEEN MADE BY A GOVERNMENTAL
ENTITY IN A JURISDICTION WHERE SELLER DOES NOT FILE TAX RETURNS THAT PARENT
GPAA, GPAA OR LDMA IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
(G)
SELLER HAS DELIVERED OR MADE AVAILABLE TO BUYER
COMPLETE AND ACCURATE COPIES OF ALL TAX RETURNS OF THE SELLER (TO THE EXTENT
RELATED TO PARENT GPAA, GPAA, AND LDMA (AND PREDECESSORS OF EACH), FOR THE YEARS
ENDED DECEMBER 31, 2004, 2005 AND 2006, AND COMPLETE AND ACCURATE COPIES OF ALL
EXAMINATION REPORTS AND STATEMENTS OF DEFICIENCIES ASSESSED AGAINST OR AGREED TO
BY THE SELLER SINCE DECEMBER 31, 2001.
14
(H)
WITH RESPECT TO PARENT GPAA, GPAA AND LDMA, SELLER
HAS NOT RECEIVED FROM ANY GOVERNMENTAL ENTITY ANY (A) NOTICE INDICATING AN
INTENT TO OPEN AN AUDIT OR OTHER REVIEW, (B) REQUEST FOR INFORMATION RELATED TO
TAX MATTERS, OR (C) NOTICE OF DEFICIENCY OR PROPOSED ADJUSTMENT OF OR ANY AMOUNT
OF TAX PROPOSED, ASSERTED OR ASSESSED BY ANY GOVERNMENTAL ENTITY AGAINST SELLER
FOR WHICH PARENT GPAA, GPAA, OR LDMA COULD BE LIABLE FOR OUTSTANDING TAXES.
(I)
WITH RESPECT TO PARENT GPAA, GPAA AND LDMA,
(I) NO PROCEEDINGS ARE PENDING OR BEING CONDUCTED WITH RESPECT TO ANY TAX
MATTER, (II) NO POWER OF ATTORNEY WITH RESPECT TO ANY TAXES OF SELLER HAS BEEN
FILED OR EXECUTED WITH ANY GOVERNMENTAL ENTITY WHICH IS STILL EFFECTIVE, (III)
THERE ARE NO MATTERS UNDER DISCUSSION WITH ANY GOVERNMENTAL ENTITY, OR KNOWN TO
SELLER WITH RESPECT TO TAXES THAT ARE LIKELY TO RESULT IN AN ADDITIONAL
LIABILITY FOR TAXES WITH RESPECT TO SELLER, AND (IV) SELLER HAS NOT WAIVED ANY
STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR AGREED TO ANY EXTENSION OF TIME
WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY NOR HAS ANY REQUEST BEEN MADE IN
WRITING FOR ANY SUCH EXTENSION OR WAIVER.
(J)
WITH RESPECT TO PARENT GPAA, GPAA AND LDMA,
SELLER HAS TIMELY WITHHELD AND REMITTED ALL TAXES REQUIRED TO HAVE BEEN WITHHELD
AND REMITTED IN