THE CHARGES, ACCRUALS, AND RESERVES WITH RESPECT TO TAXES ON THE
BOOKS OF GISH ARE ADEQUATE (AS DETERMINED IN ACCORDANCE WITH GAAP).
TO THE
KNOWLEDGE OF SELLER OR GISH, NO TAX DEFICIENCIES HAVE BEEN CLAIMED, PROPOSED OR
ASSESSED AGAINST GISH AND NEITHER GISH NOR ANY SUBSIDIARY HAS RECEIVED ANY
WRITTEN NOTICE OF, OR OTHERWISE HAS KNOWLEDGE OF, ANY POTENTIAL CLAIM, PROPOSAL
OR ASSESSMENT AGAINST GISH OR ANY SUBSIDIARY FOR ANY SUCH TAX DEFICIENCY, EXCEPT
AS DISCLOSED IN THE BALANCE SHEET OR IN PART 3.10 OF THE DISCLOSURE SCHEDULE AND
THERE ARE NO MATTERS UNDER DISCUSSION BETWEEN GISH OR ANY SUBSIDIARY, ON THE ONE
HAND, AND ANY TAXING AUTHORITY, ON THE OTHER HAND, WITH RESPECT TO TAXES.
ALL
TAXES THAT GISH WAS REQUIRED BY LEGAL REQUIREMENTS TO WITHHOLD OR COLLECT HAVE
BEEN DULY WITHHELD OR COLLECTED AND, TO THE EXTENT REQUIRED, HAVE BEEN PAID TO
THE PROPER GOVERNMENTAL BODY OR OTHER PERSON.
(D)
ALL TAX RETURNS FILED BY OR ON BEHALF OF (OR THAT INCLUDE ON A
CONSOLIDATED BASIS) GISH ARE TRUE, CORRECT, AND COMPLETE.
THERE IS NO TAX
ALLOCATION OR SHARING AGREEMENT OR SIMILAR ARRANGEMENT THAT WILL REQUIRE ANY
PAYMENT BY GISH AFTER THE CLOSING DATE.
NEITHER GISH NOR ANY SUBSIDIARY (I) HAS
BEEN A MEMBER OF AN AFFILIATED GROUP OF CORPORATIONS FILING A CONSOLIDATED
FEDERAL INCOME TAX RETURN, OTHER THAN A GROUP THE COMMON PARENT OF WHICH IS
SELLER, OR (II) HAS ANY LIABILITY FOR THE TAXES OF ANY PERSON OTHER THAN GISH
AND ITS SUBSIDIARIES, UNDER TREASURY REGULATIONS SECTION 1.1502-6, AS A
TRANSFEREE OR SUCCESSOR, BY CONTRACT OR OTHERWISE.
GISH IS NOT, AND AT NO TIME
WITHIN THE PERIOD BEGINNING APRIL 7, 2003 AND ENDING ON THE CLOSING DATE OR, TO
THE KNOWLEDGE OF SELLER, PRIOR TO SUCH PERIOD HAS BEEN, AN "S" CORPORATION.
(E)
NO CLAIM HAS EVER BEEN MADE IN WRITING TO SELLER, GISH OR ANY
SUBSIDIARY BY ANY GOVERNMENTAL BODY IN A JURISDICTION WHERE GISH OR ANY SUCH
SUBSIDIARY DOES NOT FILE TAX RETURNS THAT GISH OR SUCH SUBSIDIARY IS OR MAY BE
SUBJECT TO TAXATION BY THAT JURISDICTION.
(F)
NONE OF SELLER, GISH OR ANY SUBSIDIARY HAS ENGAGED IN ANY
TRANSACTION THAT, AT THE TIME WHEN UNDERTAKEN, WAS A "LISTED TRANSACTION"
(WITHIN THE MEANING OF TREASURY REGULATIONS SECTION 1.6011-4(B)(2)).
22
(G)
AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO LIENS WITH RESPECT
TO ANY TAXES UPON ANY OF THE ASSETS OF GISH OR ANY SUBSIDIARY, OTHER THAN FOR
TAXES NOT YET DUE AND PAYABLE OR DELINQUENT.
(H)
GISH IS NOT, AND HAS NOT BEEN, A "UNITED STATES REAL PROPERTY
HOLDING CORPORATION" WITHIN THE MEANING OF SECTION 897(C)(2) OF THE CODE DURING
THE FIVE-YEAR PERIOD ENDING ON THE DATE OF THIS AGREEMENT.
(I)
SINCE APRIL 7, 2003, THROUGH THE DATE OF THIS AGREEMENT (AND TO
THE KNOWLEDGE OF SELLER, PRIOR TO APRIL 7, 2003), NEITHER GISH NOR ANY
SUBSIDIARY HAS CONSTITUTED (OR DID CONSTITUTE) EITHER A "DISTRIBUTING
CORPORATION" OR A "CONTROLLED CORPORATION" IN A DISTRIBUTION OF STOCK
QUALIFYING, OR INTENDED TO QUALIFY,