LIMITATION OF ANY PERMIT, AND
EXCEPT AS SET FORTH ON SCHEDULE 2.11, NO PERMIT WILL REQUIRE THE CONSENT OF ITS
ISSUING AUTHORITY TO OR AS A RESULT OF THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
11
2.12
TAXES.
(A)
THE PURCHASED ASSETS ARE NOT SUBJECT TO ANY
LIENS FOR TAXES, EXCEPT LIENS FOR TAXES NOT YET DUE, AND BUYER WILL NOT BECOME
DIRECTLY OR INDIRECTLY LIABLE FOR, AND NO LIEN, CLAIM OR ENCUMBRANCE WILL BE
PLACED UPON THE PURCHASED ASSETS WITH RESPECT TO, (I) ANY TAXES ATTRIBUTABLE TO
THE OWNERSHIP OR USE OF THE PURCHASED ASSETS WITH RESPECT TO PERIODS PRIOR TO
AND INCLUDING THE EFFECTIVE DATE OR (II) ANY OTHER TAXES ATTRIBUTABLE TO THE
ACTIONS OR ACTIVITIES OF SELLER ON OR PRIOR TO THE EFFECTIVE DATE, IN EACH CASE
OTHER THAN TRANSFER TAXES AND OTHER TAXES INCLUDED IN THE ASSUMED LIABILITIES OR
INCLUDED AS CURRENT LIABILITIES IN THE CALCULATION OF WORKING CAPITAL.
NONE OF
THE PURCHASED ASSETS IS A "UNITED STATES REAL PROPERTY INTEREST" WITHIN THE
MEANING OF SECTION 897 OF THE CODE.
(B)
WITH RESPECT TO THE PURCHASED SUBSIDIARIES:
(I)
ALL TAX RETURNS OF THE PURCHASED
SUBSIDIARIES REQUIRED TO BE FILED ON OR PRIOR TO THE EFFECTIVE DATE HAVE BEEN OR
WILL BE TIMELY FILED.
ALL SUCH TAX RETURNS WERE OR WILL BE CORRECT AND COMPLETE
IN ALL MATERIAL RESPECTS WHEN FILED.
(II)
ALL MATERIAL TAXES REQUIRED TO BE PAID BY
THE PURCHASED SUBSIDIARIES (WHETHER OR NOT SHOWN ON ANY TAX RETURN) HAVE BEEN
PAID IN FULL.
THERE IS (A) NO CLAIM FOR TAXES BEING ASSERTED AGAINST ANY
PURCHASED SUBSIDIARY THAT HAS RESULTED IN A LIEN AGAINST THE PROPERTY OF THE
PURCHASED SUBSIDIARY OTHER THAN LIENS FOR TAXES NOT YET DUE AND PAYABLE, (B) NO
AUDIT OR PENDING AUDIT OF, OR TAX CONTROVERSY ASSOCIATED WITH, ANY TAX RETURN OF
ANY PURCHASED SUBSIDIARY, OR OF ANY OTHER PERSON WHERE ANY PURCHASED SUBSIDIARY
COULD BE HELD LIABLE FOR TAXES, BEING CONDUCTED BY A TAX AUTHORITY, (C) NO
EXTENSION OF ANY STATUTE OF LIMITATIONS ON THE ASSESSMENT OF ANY TAXES GRANTED
BY ANY PURCHASED SUBSIDIARY CURRENTLY IN EFFECT, AND (D) NO AGREEMENT TO ANY
EXTENSION OF TIME FOR FILING ANY TAX RETURN WHICH HAS NOT BEEN FILED.
(III)
NO PURCHASED SUBSIDIARY HAS BEEN A MEMBER OF
AN AFFILIATED GROUP FILING A CONSOLIDATED FEDERAL INCOME TAX RETURN OTHER THAN
THE GROUP THE COMMON PARENT OF WHICH IS SELLER (THE "SELLER GROUP").
ALL
CONSOLIDATED INCOME TAX RETURNS, INCLUDING ANY CONSOLIDATED OR COMBINED STATE OR
FOREIGN INCOME TAX RETURNS, THAT WERE REQUIRED TO BE FILED BY THE SELLER GROUP
ON OR PRIOR TO THE DATE HEREOF AND WHICH INCLUDED A PURCHASED SUBSIDIARY WERE
TIMELY FILED.
ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS WHEN FILED.
NO PURCHASED SUBSIDIARY WILL BE A PARTY TO ANY TAX
ALLOCATION, TAX SHARING AGREEMENT OR OTHER SIMILAR AGREEMENT AS OF THE EFFECTIVE
DATE NOR WILL ANY PURCHASED SUBSIDIARY HAVE ANY LIABILITY OR POTENTIAL LIABILITY
TO ANOTHER PARTY UNDER ANY SUCH AGREEMENT.
(IV)
EACH PURCHASED