OR TRANSACTIONS OCCURRING PRIOR TO THE CLOSING, EXCLUDING
ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY COURSE OF BUSINESS.
(H)
THE COMPANY HAS NOT WAIVED ANY STATUTE OF LIMITATIONS IN RESPECT
OF TAXES OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR
DEFICIENCY.
(I)
NO CLAIM HAS EVER BEEN MADE IN WRITING BY A GOVERNMENTAL
AUTHORITY IN A JURISDICTION WHERE THE COMPANY DOES NOT FILE TAX RETURNS THAT THE
COMPANY IS OR MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
(J)
THERE ARE NO ENCUMBRANCES ON ANY OF THE ASSETS OF THE COMPANY
THAT AROSE IN CONNECTION WITH ANY FAILURE (OR ALLEGED FAILURE) TO PAY ANY TAX.
(K)
THE COMPANY HAS WITHHELD AND PAID ALL TAXES (AND TIMELY FILED
FORMS W-2 AND 1099) REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH
AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR,
STOCKHOLDER, OR OTHER THIRD PARTY.
(L)
THE COMPANY IS NOT CURRENTLY A PARTY TO ANY TAX ALLOCATION OR TAX
SHARING AGREEMENT OR HAS AN OBLIGATION TO MAKE A PAYMENT UNDER SUCH AN
AGREEMENT.
(M)
THE COMPANY DOES NOT HAVE A PERMANENT ESTABLISHMENT OR OFFICE OR
FIXED PLACE OF BUSINESS OUTSIDE THE COMPANY'S COUNTRY OF FORMATION.
(N)
THE UNPAID TAXES OF THE COMPANY (I) DID NOT, AS OF THE DATE OF THE
MOST RECENT BALANCE SHEET, EXCEED THE RESERVE FOR TAX LIABILITY (RATHER THAN ANY
RESERVE FOR DEFERRED TAXES ESTABLISHED TO REFLECT TIMING DIFFERENCES BETWEEN
BOOK AND TAX INCOME) SET FORTH ON THE FACE OF SUCH BALANCE SHEET (RATHER THAN IN
ANY NOTES THERETO) AND (II) DO NOT EXCEED THAT RESERVE AS ADJUSTED FOR THE
PASSAGE OF TIME THROUGH THE CLOSING DATE IN ACCORDANCE WITH THE PAST CUSTOM AND
PRACTICE OF THE COMPANY.
(O)
THE COMPANY HAS NOT PARTICIPATED IN A TAX SHELTER OR LISTED
TRANSACTION WITHIN THE MEANING OF TREASURY REGULATION
SECTION 1.6011-4(C)(3)(I)(A).
30
Section 4.14
Material Contracts.
(A)
SECTION 4.14(A) OF THE DISCLOSURE SCHEDULE LISTS ALL CONTRACTS OR
AGREEMENTS THAT ARE MATERIAL TO THE COMPANY OR THE BUSINESS (OTHER THAN IN-BOUND
LICENSES AND OUT-BOUND LICENSES LISTED IN SECTION 4.10(C) OF THE DISCLOSURE
SCHEDULE), INCLUDING EACH OF THE FOLLOWING CONTRACTS AND AGREEMENTS, TO WHICH
THE COMPANY IS A PARTY AS OF THE DATE OF THIS AGREEMENT (SUCH CONTRACTS AND
AGREEMENTS BEING "MATERIAL CONTRACTS"):
(I)
ALL CONTRACTS AND AGREEMENTS WITH ANY CUSTOMER OF THE
BUSINESS PURSUANT TO WHICH PAYMENTS IN EXCESS OF $50,000 IN THE AGGREGATE WERE
MADE TO THE COMPANY DURING THE YEAR ENDED DECEMBER 31, 2007;
(II)
ALL CONTRACTS AND AGREEMENTS FOR THE SUPPLY OF MATERIALS OR
SERVICES TO THE BUSINESS PURSUANT TO WHICH PAYMENTS IN EXCESS OF $50,000 IN THE
AGGREGATE WERE MADE BY THE COMPANY DURING THE YEAR ENDED DECEMBER 31, 2007;
(III)
ALL DISTRIBUTOR OR SALES AGENCY CONTRACTS OR AGREEMENTS OF
THE COMPANY;
(IV)
ALL MATERIAL MANAGEMENT CONTRACTS AND CONTRACTS WITH
INDEPENDENT CONTRACTORS OR CONSULTANTS (OR SIMILAR ARRANGEMENTS);
(V)
ALL CONTRACTS AND AGREEMENTS THAT LIMIT OR PURPORT TO LIMIT THE
ABILITY OF THE COMPANY TO COMPETE IN ANY LINE