MADE SINCE JANUARY
1, 2004 BY A GOVERNMENTAL ENTITY IN A JURISDICTION WHERE SELLER DOES NOT FILE
TAX RETURNS THAT SELLER IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION
BECAUSE OF THE PURCHASED ASSETS OR THE PURCHASED BUSINESS.
(B)
AUDITS, INVESTIGATIONS, DISPUTES OR CLAIMS.
THERE ARE NO TAX
DEFICIENCIES OUTSTANDING, ASSESSED OR PROPOSED IN WRITING AGAINST SELLER OR ANY
OF ITS SUBSIDIARIES RELATED TO THE PURCHASED ASSETS OR THE PURCHASED BUSINESS.
SINCE JANUARY 1, 2004, NO CLAIMS HAVE BEEN ASSERTED IN WRITING WITH RESPECT TO
ANY TAXES RELATED TO THE PURCHASED BUSINESS FOR WHICH BUYER REASONABLY COULD BE
HELD LIABLE, AND, TO THE KNOWLEDGE OF SELLER, THERE IS NO BASIS FOR THE
ASSERTION OF ANY SUCH CLAIM.
SELLER HAS DELIVERED OR MADE AVAILABLE TO BUYER
COMPLETE AND ACCURATE COPIES OF ALL EXAMINATION REPORTS AND STATEMENTS OF
DEFICIENCIES ASSESSED AGAINST OR
17
AGREED TO BY SELLER SINCE JANUARY 1, 2004 RELATING TO THE PURCHASED ASSETS OR
THE PURCHASED BUSINESS.
SINCE JANUARY 1, 2004, NEITHER SELLER NOR ANY OF ITS
SUBSIDIARIES WAIVED ANY STATUTE OF LIMITATIONS IN RESPECT OF TAXES OR AGREED TO
ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR DEFICIENCY RELATING TO
THE PURCHASED ASSETS OR THE PURCHASED BUSINESS.
(C)
ASSET LIENS.
THERE ARE NO ENCUMBRANCES FOR TAXES ON ANY OF THE
PURCHASED ASSETS OR THE PURCHASED BUSINESS, EXCEPT FOR THOSE CONSTITUTING
PERMITTED ENCUMBRANCES.
(D)
TAX SHARING AGREEMENTS.
AFTER THE CLOSING DATE, NEITHER ANY OF
THE PURCHASED ASSETS NOR THE PURCHASED BUSINESS SHALL BE BOUND BY ANY
TAX-SHARING AGREEMENTS OR SIMILAR ARRANGEMENTS OR HAVE ANY LIABILITY THEREUNDER
FOR AMOUNTS DUE IN RESPECT OF PRE-CLOSING TAX PERIODS.
(E)
TAX EXEMPT STATUS.
SELLER IS AN EXEMPT ORGANIZATION PURSUANT TO
SECTION 501(C)(6) OF THE CODE.
(F)
PERMANENT ESTABLISHMENT.
NEITHER SELLER NOR ANY OF ITS
SUBSIDIARIES HAS HAD A PERMANENT ESTABLISHMENT IN ANY FOREIGN COUNTRY, AS
DEFINED IN ANY APPLICABLE TAX TREATY OR CONVENTION BETWEEN THE UNITED STATES OF
AMERICA AND SUCH FOREIGN COUNTRY, AS A RESULT OF THE OPERATION OF THE PURCHASED
BUSINESS OR THE OWNERSHIP OF THE PURCHASED ASSETS.
(G)
TRANSFEREE LIABILITY.
NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES
HAS ANY LIABILITY FOR THE TAXES OF ANY PERSON (I) UNDER TREASURY REGULATION
SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN LAW), (II)
AS A TRANSFEREE OR SUCCESSOR, (III) BY CONTRACT, OR (IV) OTHERWISE.
3.9
EMPLOYEES AND EMPLOYEE BENEFITS.
(A)
GENERAL.
SCHEDULE 3.9(A) SETS FORTH EACH SELLER PLAN.
TRUE AND
COMPLETE COPIES OF EACH SELLER PLAN AND ALL AMENDMENTS THERETO, INCLUDING AS
APPLICABLE, BUT NOT LIMITED TO (I) ANY TRUST INSTRUMENT AND/OR INSURANCE
CONTRACT FORMING A PART THEREOF, (II) THE MOST RECENT DETERMINATION OR OPINION
LETTER, IF ANY, ISSUED BY THE INTERNAL REVENUE SERVICE AND ANY GOVERNMENT AND
REGULATORY APPROVALS RECEIVED FROM ANY FOREIGN GOVERNMENTAL ENTITY, (III) THE
MOST RECENT SUMMARY PLAN DESCRIPTIONS (INCLUDING ANY MATERIAL MODIFICATIONS),
(IV) THE MOST RECENTLY FILED FORM 5500 AND (V) ALL OTHER FILINGS MADE WITH ANY
GOVERNMENTAL ENTITY (INCLUDING WITHOUT LIMITATION ANY FILINGS UNDER THE EMPLOYEE
PLANS COMPLIANCE