WITH RESPECT THERETO OR SIGNED ANY
CLOSING AGREEMENT WITH RESPECT TO ANY TAXES THAT ARE RELATED TO THE BUSINESS FOR
ANY PERIOD ENDING ON OR BEFORE THE CLOSING THAT COULD HAVE ANY EFFECT UPON
BUYER, THE ASSETS OR THE BUSINESS AFTER THE CLOSING.
(D)
THE MEMBERS OF THE SELLER GROUP HAVE COMPLIED IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS RELATING TO THE PAYMENT AND
WITHHOLDING OF TAXES RELATED TO THE BUSINESS WITHIN THE TIME AND THE MANNER
PRESCRIBED BY LAW, AND HAVE WITHHELD AND PAID OVER TO THE PROPER TAXING
AUTHORITIES ALL AMOUNTS REQUIRED TO BE SO WITHHELD AND PAID OVER UNDER
APPLICABLE LAWS.
(E)
NO FEDERAL, STATE, LOCAL OR FOREIGN AUDITS, EXAMINATIONS, INVESTIGATIONS
OR OTHER ADMINISTRATIVE PROCEEDINGS OR COURT PROCEEDINGS ARE PRESENTLY PENDING
WITH REGARD TO ANY TAXES OR TAX RETURNS OF THE MEMBERS OF THE SELLER GROUP THAT
ARE RELATED TO THE BUSINESS.
(F)
ALL DEFICIENCIES FOR TAX RELATED TO THE BUSINESS THAT HAVE BEEN CLAIMED,
PROPOSED OR ASSERTED HAVE BEEN FULLY PAID OR FINALLY SETTLED, AND NO ISSUE HAS
BEEN RAISED IN ANY EXAMINATION BY ANY TAXING AUTHORITY THAT, BY APPLICATION OF
SIMILAR PRINCIPLES, COULD REASONABLY BE EXPECTED TO RESULT IN THE PROPOSAL OR
ASSERTION OF SUCH A TAX DEFICIENCY FOR ANOTHER YEAR NOT SO EXAMINED AND HAVE ANY
EFFECT UPON BUYER, THE ASSETS OR THE BUSINESS AFTER THE CLOSING.
(G)
THERE ARE NO OUTSTANDING REQUESTS, AGREEMENTS, CONSENTS OR WAIVERS TO
EXTEND THE STATUTORY PERIOD OF LIMITATIONS APPLICABLE TO THE ASSESSMENT OF ANY
TAXES OR DEFICIENCIES FOR TAXES RELATED TO THE BUSINESS AGAINST ANY MEMBER OF
THE SELLER GROUP.
(H)
OTHER THAN ANY TAX RETURNS THAT HAVE NOT YET BEEN REQUIRED TO BE FILED
(TAKING INTO ACCOUNT ALL PROPER EXTENSIONS), THE SELLER GROUP HAS MADE AVAILABLE
TO BUYER TRUE, CORRECT AND COMPLETE COPIES OF ALL TAX RETURNS OR PORTIONS
THEREOF RELATED TO THE BUSINESS.
(I)
SCHEDULE 3.13(I) OF THE DISCLOSURE SCHEDULES SETS FORTH ALL MATERIAL
ELECTIONS WITH RESPECT TO TAXES RELATED TO THE BUSINESS MADE BY EACH MEMBER OF
THE SELLER GROUP TO THE EXTENT SUCH ELECTIONS WOULD BE BINDING UPON THE BUYER
AFTER THE CLOSING.
(J)
NO MEMBER OF THE SELLER GROUP HAS RECEIVED WRITTEN NOTICE OF ANY CLAIM
MADE BY AN AUTHORITY IN A JURISDICTION WHERE SUCH MEMBER OF THE SELLER GROUP
DOES NOT FILE TAX RETURNS, THAT THE SELLER GROUP IS OR MAY BE SUBJECT TO
TAXATION BY THAT JURISDICTION IN RESPECT OF THE ASSETS OR THE BUSINESS.
(K)
"TAX" OR, COLLECTIVELY, "TAXES," SHALL MEAN (I) ANY AND ALL FEDERAL,
STATE, LOCAL AND FOREIGN TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES,
DUTIES, IMPOSITIONS AND LIABILITIES, INCLUDING TAXES BASED UPON OR MEASURED BY
GROSS RECEIPTS, INCOME, PROFITS, SALES, USE AND OCCUPATION, AND VALUE ADDED, AD
VALOREM, TRANSFER, FRANCHISE, WITHHOLDING, PAYROLL, RECAPTURE, EMPLOYMENT,
EXCISE AND PROPERTY TAXES, TOGETHER WITH ALL INTEREST, PENALTIES AND ADDITIONS
IMPOSED WITH RESPECT TO SUCH AMOUNTS; (II) ANY LIABILITY FOR THE PAYMENT OF ANY
AMOUNTS OF THE TYPE DESCRIBED IN CLAUSE (I) AS A RESULT OF BEING OR CEASING