THE
MDL GROUP COMPANIES ARE REQUIRED BY LAW TO WITHHOLD OR TO COLLECT HAVE BEEN DULY
WITHHELD AND COLLECTED AND HAVE BEEN PAID TO THE APPROPRIATE GOVERNMENTAL
AUTHORITY, AND THE MDL GROUP COMPANIES HAVE COMPLIED WITH ALL INFORMATION
REPORTING AND WITHHOLDING REQUIREMENTS, IN CONNECTION WITH AMOUNTS PAID OR OWING
TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, OR OTHER THIRD PARTY.
THERE ARE NO
REQUESTS FOR RULINGS OR DETERMINATIONS IN RESPECT OF ANY TAX PENDING BETWEEN ANY
MDL GROUP COMPANY AND ANY GOVERNMENTAL AUTHORITY.
NONE OF SELLERS, THEIR
AFFILIATES, OR THE MDL GROUP COMPANIES HAS RECEIVED A WRITTEN TAX OPINION WITH
RESPECT TO ANY TRANSACTION RELATING TO ANY MDL GROUP COMPANY, OTHER THAN A
TRANSACTION IN THE ORDINARY COURSE OF BUSINESS.
THERE ARE NO AGREEMENTS OR
ARRANGEMENTS WITH ANY GOVERNMENTAL AUTHORITY WITH REGARD TO THE TAX LIABILITY OF
ANY MDL GROUP COMPANY.
(E)
NONE OF THE MDL GROUP COMPANIES IS A PARTY TO, OR BOUND BY, ANY
TAX INDEMNITY AGREEMENT OR TAX SHARING AGREEMENT AND NONE OF THE MDL GROUP
COMPANIES HAS ASSUMED THE TAX LIABILITY OF ANY OTHER PERSON UNDER CONTRACT.
(F)
NONE OF THE MDL GROUP COMPANIES HAS BEEN THE "DISTRIBUTING
CORPORATION" OR THE "CONTROLLED CORPORATION" (IN EACH CASE, WITHIN THE MEANING
OF SECTION 355(A)(1) OF THE CODE) WITH RESPECT TO A TRANSACTION DESCRIBED IN
SECTION 355 OF THE CODE (I) WITHIN THE THREE (3)-YEAR PERIOD ENDING AS OF THE
DATE OF THIS AGREEMENT, OR (II) IN A DISTRIBUTION THAT COULD OTHERWISE
CONSTITUTE PART OF A "PLAN" OR "SERIES OF RELATED TRANSACTIONS" (WITHIN THE
MEANING OF SECTION 355(E) OF THE CODE).
(G)
NONE OF THE ASSETS OF THE MDL GROUP COMPANIES (I) ARE PROPERTY
THAT ARE REQUIRED TO BE TREATED AS BEING OWNED BY ANY OTHER PERSON PURSUANT TO
THE PROVISIONS OF FORMER SECTION 168(F)(8) OF THE INTERNAL REVENUE CODE OF 1954,
OR (II) ARE "TAX-EXEMPT USE PROPERTY" WITHIN THE MEANING OF SECTION 168(H) OF
THE CODE.
(H)
THERE ARE NO ADJUSTMENTS UNDER SECTION 481 OF THE CODE (OR ANY
SIMILAR ADJUSTMENTS UNDER ANY PROVISION OF THE CODE OR THE CORRESPONDING
FOREIGN, STATE OR LOCAL TAX LAWS) THAT ARE REQUIRED TO BE TAKEN INTO ACCOUNT BY
THE MDL GROUP COMPANIES IN ANY PERIOD ENDING AFTER THE CLOSING DATE BY REASON OF
A CHANGE IN METHOD OF ACCOUNTING IN ANY TAXABLE PERIOD ENDING ON OR BEFORE THE
CLOSING DATE.
21
(I)
NONE OF THE MDL GROUP COMPANIES WILL BE REQUIRED TO INCLUDE ANY
ITEM OF INCOME IN, OR EXCLUDE ANY ITEM OF DEDUCTION FROM, TAXABLE INCOME FOR ANY
PERIOD (OR ANY PORTION THEREOF) ENDING AFTER THE CLOSING DATE AS A RESULT OF (I)
THE LOOK-BACK METHOD (AS DEFINED IN SECTION 460(B) OF THE CODE), (II)
ANY INSTALLMENT SALE OR OTHER OPEN TRANSACTION DISPOSITION MADE PRIOR TO THE
CLOSING DATE, (III) CHANGE IN METHOD OF ACCOUNTING FOR A TAXABLE PERIOD
BEGINNING ON OR PRIOR TO THE CLOSING DATE, (IV) "CLOSING AGREEMENT" AS DESCRIBED
IN SECTION 7121 OF THE CODE (OR ANY CORRESPONDING OR SIMILAR PROVISION OF STATE,
LOCAL OR FOREIGN INCOME TAX