SINCE THE DATE OF THE LATEST BALANCE SHEET, CURRENT LIABILITIES INCURRED IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE.
4.5
EVENTS SUBSEQUENT TO THE LATEST BALANCE SHEET.
EXCEPT AS SET FORTH
ON THE ATTACHED DEVELOPMENTS SCHEDULE, SINCE THE DATE OF THE LATEST BALANCE
SHEET, THERE HAS BEEN NO CHANGE IN THE FINANCIAL CONDITION OR OPERATING RESULTS
OF THE BUSINESS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
4.6
TITLE TO ASSETS.
THE COMPANY HAS GOOD AND MARKETABLE TITLE TO, OR
A VALID LEASEHOLD INTEREST IN, THE TANGIBLE ASSETS REFLECTED ON THE LATEST
BALANCE SHEET OR ACQUIRED SINCE THE DATE THEREOF, EXCEPT (I) ASSETS DISPOSED OF
IN THE ORDINARY COURSE OF BUSINESS SINCE THE DATE OF THE LATEST BALANCE SHEET,
AND (II) AS SET FORTH ON THE ASSETS SCHEDULE ATTACHED HERETO.
4.7
COMPLIANCE WITH LAWS.
EXCEPT AS SET FORTH ON THE ATTACHED
COMPLIANCE SCHEDULE (AND OTHER THAN TAX MATTERS ADDRESSED IN SECTION 4.8 AND
ENVIRONMENTAL MATTERS ADDRESSED IN SECTION 4.9), EACH OF THE COMPANY AND ITS
SUBSIDIARIES HAS COMPLIED IN ALL MATERIAL
10
RESPECTS WITH ALL LEGAL REQUIREMENTS APPLICABLE TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES.
NONE OF THE COMPANY AND ITS SUBSIDIARIES HAS RECEIVED WRITTEN
NOTICE ALLEGING ANY VIOLATIONS OF LEGAL REQUIREMENTS WITHIN THE LAST TWELVE (12)
MONTHS, EXCEPT AS SET FORTH ON THE ATTACHED COMPLIANCE SCHEDULE.
4.8
TAX MATTERS.
EXCEPT AS SET FORTH ON THE ATTACHED TAXES SCHEDULE:
(A)
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS TIMELY FILED ALL TAX
RETURNS THAT IT WAS REQUIRED TO FILE, AND SUCH TAX RETURNS WERE TRUE, CORRECT
AND COMPLETE IN ALL MATERIAL RESPECTS AND HAS TIMELY PAID ALL TAXES DUE FOR
WHICH IT IS LIABLE WHETHER OR NOT SHOWN THEREON AS OWING.
THE COMPANY AND ITS
SUBSIDIARIES HAVE PROVIDED ADEQUATE ACCRUALS (WITHOUT TAKING INTO ACCOUNT ANY
RESERVE FOR DEFERRED TAXES) IN ITS LATEST BALANCE SHEET FOR ANY TAXES THAT HAVE
NOT BEEN PAID, BUT WERE OWED OR ACCRUED AS OF THE DATE OF THE LATEST BALANCE
SHEET, WHETHER OR NOT SHOWN AS BEING DUE ON ANY TAX RETURNS.
SINCE THE DATE OF
THE LATEST BALANCE SHEET, NO EVENT HAS OCCURRED THAT WOULD RESULT IN A TAX
LIABILITY OF THE COMPANY OTHER THAN A LIABILITY ARISING IN THE ORDINARY COURSE
OF BUSINESS.
(B)
NONE OF THE COMPANY AND ITS SUBSIDIARIES HAS WAIVED ANY STATUTE OF
LIMITATIONS IN RESPECT OF TAXES OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT
TO AN TAX ASSESSMENT OR DEFICIENCY.
(C)
NO TAXING AUTHORITY HAS ASSERTED IN WRITING THAT ANY OF THE
COMPANY OR ITS SUBSIDIARIES ARE RESPONSIBLE FOR THE PAYMENT OF ANY ADDITIONAL
TAXES FOR ANY PERIOD.
NO TAXING AUTHORITY IS CURRENTLY AUDITING THE TAX RETURNS
OF ANY OF THE COMPANY OR ITS SUBSIDIARIES FOR ANY PERIOD.
(D)
ALL TAXES REQUIRED TO BE WITHHELD OR COLLECTED HAVE BEEN DULY
WITHHELD AND COLLECTED AND HAVE BEEN DULY REMITTED OR DEPOSITED IN ACCORDANCE
WITH THE LAW.
(E)
NO PAYMENT WHICH WILL OR MAY BE MADE BY THE COMPANY OR ANY OF