ARE REQUIRED TO BE SO FILED HAVE EITHER BEEN PAID OR ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS;
(IV)
NO DEFICIENCY HAS BEEN ASSERTED OR ASSESSED
AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH HAS NOT BEEN SATISFIED OR
OTHERWISE RESOLVED, AND NO EXAMINATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
IS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED FOR ANY MATERIAL
AMOUNT OF TAX BY ANY TAXING AUTHORITY;
(V)
NO EXTENSION OF THE PERIOD FOR ASSESSMENT OR
COLLECTION OF ANY MATERIAL TAX IS CURRENTLY IN EFFECT AND NO EXTENSION OF TIME
WITHIN WHICH TO FILE ANY MATERIAL RETURN HAS BEEN REQUESTED, WHICH RETURN HAS
NOT SINCE BEEN FILED;
(VI)
ALL RETURNS FILED BY THE COMPANY AND ITS
SUBSIDIARIES ARE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS OR ADEQUATE
RESERVES HAVE BEEN ESTABLISHED WITH RESPECT TO ANY ADDITIONAL TAXES THAT MAY BE
DUE (OR MAY BECOME DUE) AS A RESULT OF SUCH RETURNS NOT BEING CORRECT OR
COMPLETE;
(VII)
TO THE KNOWLEDGE OF THE COMPANY, NO TAX LIENS
HAVE BEEN FILED WITH RESPECT TO ANY TAXES;
(VIII)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
HAVE MADE SINCE JANUARY 1, 1999, AND NONE WILL MAKE, ANY VOLUNTARY ADJUSTMENT BY
REASON OF A CHANGE IN THEIR ACCOUNTING METHODS FOR ANY PRE-MERGER PERIOD;
(IX)
THE COMPANY AND ITS SUBSIDIARIES HAVE MADE
TIMELY PAYMENTS OF THE TAXES REQUIRED TO BE DEDUCTED AND WITHHELD FROM THE WAGES
PAID TO THEIR EMPLOYEES;
(X)
THE COMPANY AND ITS SUBSIDIARIES ARE NOT
PARTIES TO ANY TAX SHARING OR TAX MATTERS AGREEMENT; AND
(XI)
TO THE KNOWLEDGE OF THE COMPANY, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS LIABLE TO BE ASSESSED FOR OR MADE
ACCOUNTABLE FOR ANY TAX FOR WHICH ANY OTHER PERSON OR PERSONS MAY BE LIABLE TO
BE ASSESSED OR MADE ACCOUNTABLE WHETHER BY VIRTUE OF THE ENTERING INTO OR THE
CONSUMMATION OF THE MERGER OR BY VIRTUE OF ANY ACT OR ACTS DONE BY OR WHICH MAY
BE DONE BY OR ANY CIRCUMSTANCE OR CIRCUMSTANCES INVOLVING OR WHICH MAY INVOLVE
ANY OTHER PERSON OR PERSONS.
(C)
THE COMPANY AND ITS SUBSIDIARIES ARE NOT
PARTIES TO ANY AGREEMENT, CONTRACT, OR ARRANGEMENT THAT WOULD, AS A RESULT OF
THE TRANSACTIONS CONTEMPLATED HEREBY, RESULT, SEPARATELY OR IN THE AGGREGATE, IN
(I) THE PAYMENT OF ANY "EXCESS PARACHUTE PAYMENTS" WITHIN THE MEANING OF
15
SECTION 280G OF THE CODE BY REASON OF THE MERGER OR (II) THE PAYMENT OF ANY FORM
OF COMPENSATION OR REIMBURSEMENT FOR ANY TAX INCURRED BY ANY PERSON ARISING
UNDER SECTION 280G OF THE CODE.
3.14.
EMPLOYEES.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT, ARRANGEMENT OR
LABOR CONTRACT WITH A LABOR UNION OR LABOR ORGANIZATION, WHETHER FORMAL OR
OTHERWISE.
THE COMPANY DISCLOSURE LETTER, UNDER THE CAPTION REFERENCING THIS
SECTION 3.14, LISTS ALL EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS
(OR ANY OTHER AGREEMENTS THAT MAY RESULT IN THE ACCELERATION OF OUTSTANDING
OPTIONS) OF THE COMPANY OR ITS