DISCLOSURE SCHEDULE SETS FORTH TRUE AND
ACCURATE MONTHLY TRAFFIC METRICS INFORMATION ON EACH COMPANY WEB SITE,
INDIVIDUALLY AND IN THE AGGREGATE, ACCORDING TO THE PARAMETERS REQUESTED BY
PURCHASER AND REFLECTS, IN ALL MATERIAL RESPECTS, THE ACTUAL USE OF EACH COMPANY
WEB SITE BY ITS RESPECTIVE USERS FOR THE PERIODS COVERED BY SUCH METRICS.
THE
NUMBER OF REGISTERED USERS OF EACH COMPANY WEB SITE, AS OF JULY 5, 2007, IS AS
SET FORTH IN SCHEDULE 3.12.32(II) OF THE DISCLOSURE SCHEDULE.
3.13.
ENVIRONMENTAL MATTERS.
(I) ALL HAZARDOUS MATERIALS AND WASTES OF THE
COMPANY HAS BEEN DISPOSED OF IN ACCORDANCE IN ALL MATERIAL RESPECTS WITH ALL
ENVIRONMENTAL AND SAFETY LAWS; (II)
THE COMPANY HAS NOT RECEIVED ANY NOTICE OF
ANY NONCOMPLIANCE OF THE FACILITIES OR ITS PAST OR PRESENT OPERATIONS WITH
ENVIRONMENTAL AND SAFETY LAWS; (III) NO NOTICES, ADMINISTRATIVE ACTIONS OR SUITS
ARE PENDING OR THREATENED RELATING TO AN ACTUAL OR ALLEGED VIOLATION OF ANY
APPLICABLE ENVIRONMENTAL AND SAFETY LAWS BY THE COMPANY; (IV) THE COMPANY IS NOT
A POTENTIALLY RESPONSIBLE PARTY UNDER THE FEDERAL COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED, OR ANY ANALOGOUS
STATE, LOCAL OR FOREIGN LAWS ARISING OUT OF EVENTS OCCURRING PRIOR TO THE
CLOSING DATE; (V) TO THE COMPANY'S KNOWLEDGE, THERE HAVE NOT BEEN IN THE PAST,
AND ARE NOT NOW, ANY HAZARDOUS MATERIALS ON, UNDER OR MIGRATING TO OR FROM ANY
OF THE FACILITIES OR ANY PROPERTY; (VI) TO THE COMPANY'S KNOWLEDGE, THERE HAVE
NOT BEEN IN THE PAST, AND ARE NOT NOW, ANY UNDERGROUND TANKS OR UNDERGROUND
IMPROVEMENTS AT, ON OR UNDER ANY PROPERTY, INCLUDING TREATMENT OR STORAGE TANKS,
SUMPS, OR WATER, GAS OR OIL WELLS; AND (VII) THE COMPANY'S USES AND ACTIVITIES
AT ITS FACILITIES HAVE AT ALL TIMES MATERIALLY COMPLIED WITH ALL
ENVIRONMENTAL AND SAFETY LAWS.
3.14.
TAX MATTERS.
3.14.1.
THE COMPANY AND ANY CONSOLIDATED, COMBINED, UNITARY OR AGGREGATE
GROUP FOR TAX PURPOSES OF WHICH THE COMPANY IS OR HAS BEEN A MEMBER, HAVE
PROPERLY COMPLETED AND TIMELY FILED ALL TAX RETURNS REQUIRED TO BE FILED BY THEM
AND HAVE TIMELY PAID ALL TAXES WHETHER OR NOT SHOWN ON ANY TAX RETURN.
ALL TAX
RETURNS WERE COMPLETE AND ACCURATE AND HAVE BEEN PREPARED IN SUBSTANTIAL
COMPLIANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS.
ALL AMOUNTS SHOWN ON THE TAX
RETURNS TO BE DUE ON OR BEFORE THE CLOSING DATE HAVE BEEN OR WILL BE PAID ON OR
BEFORE THE CLOSING DATE.
THE COMPANY HAS DISCLOSED ON ITS INCOME TAX RETURNS IN
ANY YEAR FOR WHICH THE STATUTE OF LIMITATIONS HAS NOT EXPIRED ALL POSITIONS THAT
WOULD REASONABLY BE EXPECTED TO GIVE RISE TO A MATERIAL UNDERSTATEMENT PENALTY
OR ANY SIMILAR LEGAL REQUIREMENT.
3.14.2.
THE COMPANY HAS DELIVERED OR MADE AVAILABLE TO PURCHASER
(I) COMPLETE AND CORRECT COPIES OF ALL TAX RETURNS OF THE COMPANY RELATING TO
TAXES FOR ALL TAXABLE PERIODS INCLUDING RELATED WORKPAPERS, (II) ALL FOREIGN
STATUTORY ACCOUNTS OF THE COMPANY, AND (III) COMPLETE AND CORRECT COPIES OF ALL
PRIVATE LETTER RULINGS, REVENUE AGENT REPORTS, INFORMATION DOCUMENT REQUESTS,
NOTICES OF