AUTHORITY WHICH
ADJUSTMENTS ARE CURRENTLY PENDING.
ALL DEFICIENCIES ASSERTED OR ASSESSMENTS
MADE BY A TAXING AUTHORITY WITH RESPECT TO TAXES OF THE TARGET GROUP COMPANIES
HAVE BEEN FULLY PAID OR SETTLED, OR ARE BEING CONTESTED IN GOOD FAITH THROUGH
APPROPRIATE PROCEEDINGS.
5.11.3
THERE ARE NO LIENS FOR TAXES (OTHER THAN FOR CURRENT TAXES NOT YET
DUE AND
18
PAYABLE) ON ANY OF THE ASSETS OF THE TARGET GROUP COMPANIES.
5.11.4
AFTER THE CONSUMMATION OF THE LLC CONVERSIONS AND THE SUMITOMO
REDEMPTION, EACH OF THE TARGET GROUP COMPANIES WILL BE PROPERLY CLASSIFIED AS A
DISREGARDED ENTITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES PURSUANT TO
TREASURY REGULATION §301.7701-3(B)(1)(II).
5.11.5
ALL MATERIAL TAXES THAT EACH OF THE TARGET GROUP COMPANIES WAS
REQUIRED TO WITHHOLD OR COLLECT HAVE BEEN DULY WITHHELD OR COLLECTED, AND TO THE
EXTENT REQUIRED, HAVE BEEN PAID TO THE PROPER TAXING AUTHORITY ON A TIMELY
BASIS.
5.11.6
(I) NO TARGET GROUP COMPANY HAS IN FORCE ANY WAIVER OF ANY STATUTE OF
LIMITATIONS IN RESPECT OF TAXES OR ANY EXTENSION OF TIME WITH RESPECT TO A TAX
ASSESSMENT OR DEFICIENCY (EXCLUDING STATUTORY EXTENSIONS THAT ARISE AS A RESULT
OF FILING TAX RETURNS WITHIN THE STATUTORY EXTENSION PERIOD), AND (II) THERE ARE
NO PENDING OR ACTIVE AUDITS OR LEGAL PROCEEDINGS INVOLVING TAXES OF A TARGET
GROUP COMPANY OR, TO THE SELLER PARENT'S KNOWLEDGE, THREATENED AUDITS OR
PROPOSED DEFICIENCIES OR OTHER CLAIMS FOR UNPAID TAXES OF THE TARGET GROUP
COMPANIES.
5.11.7
NONE OF THE TARGET GROUP COMPANIES HAS BEEN A MEMBER OF AN AFFILIATED
GROUP OF CORPORATIONS WITHIN THE MEANING OF SECTION 1504 OF THE CODE (OTHER THAN
A MEMBER OF AN AFFILIATED GROUP OF WHICH THE COMMON PARENT IS LGI (THE "SELLER
GROUP").
NONE OF THE TARGET GROUP COMPANIES IS LIABLE FOR THE TAXES OF ANY
OTHER PERSON UNDER TREASURY REGULATION SECTION 1.1502-6 (OR ANY SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN LAW) AS A TRANSFEREE, SUCCESSOR, BY
CONTRACT OR OTHERWISE (OTHER THAN FOR TAXES OF OTHER MEMBERS OF THE SELLER
GROUP).
EXCLUDING TAX SHARING AGREEMENTS BETWEEN THE TARGET GROUP COMPANIES AND
ANY MEMBER OF THE OF THE SELLER GROUP, NONE OF THE TARGET GROUP COMPANIES IS A
PARTY TO AN AGREEMENT THAT OBLIGATES IT TO MAKE ANY PAYMENT FOR TAXES OF ANY
OTHER PERSON.
5.11.8
NONE OF THE TARGET GROUP COMPANIES SHALL BE REQUIRED TO INCLUDE IN A
TAX PERIOD THAT ENDS AFTER THE CLOSING DATE TAXABLE INCOME ATTRIBUTABLE TO
INCOME OF THE TARGET GROUP COMPANIES THAT ACCRUED IN A PERIOD THAT ENDS ON OR
PRIOR TO THE CLOSING DATE BUT WAS NOT RECOGNIZED IN SUCH PERIOD AS A RESULT OF
(I) THE INSTALLMENT METHOD OF ACCOUNTING, (II) THE LONG-TERM CONTRACT METHOD OF
ACCOUNTING OR (III) A "CLOSING AGREEMENT" AS DESCRIBED IN SECTION 7121 OF THE
CODE (OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN LAW).
NONE OF THE
TARGET GROUP COMPANIES HAS AGREED TO OR IS REQUIRED TO MAKE ANY ADJUSTMENT TO
SECTION 481(A) OF THE CODE (OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN
LAW)