NOT FILE TAX RETURNS THAT IT IS OR MAY BE SUBJECT TO TAXATION IN THAT
JURISDICTION. ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE IN ALL RESPECTS.
EACH ACQUIRED COMPANY HAS ALWAYS BEEN TAXED AS A PARTNERSHIP UNDER SUBCHAPTER K
OF THE CODE; PROVIDED HOWEVER, EFFECTIVE AS OF AUGUST 31, 2007, CRG HAS BEEN
TREATED AS A DISREGARDED ENTITY FOR TAX PURPOSES, AND EFFECTIVE AS OF
FEBRUARY 2, 2005, ASAP-WILMINGTON HAS BEEN TREATED AS A DISREGARDED ENTITY. THE
ACQUIRED COMPANIES HAVE PAID ALL TAXES, IF ANY, THAT HAVE OR MAY HAVE BECOME DUE
AND PAYABLE WITH RESPECT TO EACH ACQUIRED COMPANY PURSUANT TO ANY ASSESSMENT
RECEIVED BY THE ACQUIRED COMPANIES AND WITHOUT LIMITING THE FOREGOING, ALL TAXES
OF ANY PERSON WITH RESPECT TO ACQUIRED COMPANIES (WHETHER OR NOT SHOWN ON ANY
TAX RETURN), IF ANY, HAVE BEEN PAID OR WILL BE PAID ON A TIMELY BASIS. EXCEPT AS
DESCRIBED IN SCHEDULE 3.12(A), NONE OF THE ACQUIRED COMPANIES ARE CURRENTLY THE
BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN. THE
COMPANY HAS ALLOWED BUYER TO PARTICIPATE IN THE PREPARATION OF THE PROPOSED TAX
RETURNS FOR THE COMPANY'S TAXABLE YEAR ENDING SEPTEMBER 30, 2007 AND SHORT
TAXABLE YEAR ENDING DECEMBER 31, 2007. THERE ARE NO ADDITIONAL TAXES FOR ANY
PERIODS FOR WHICH TAX RETURNS HAVE BEEN FILED THAT HAVE BEEN ASSERTED OR CLAIMED
TO BE OWING OR THAT HAVE BEEN THREATENED TO BE ASSESSED.
B.
NONE OF THE TAX RETURNS OF THE ACQUIRED COMPANIES ARE CURRENTLY SUBJECT TO AN
AUDIT. EXCEPT AS DESCRIBED IN SCHEDULE 3.12(B), THE ACQUIRED COMPANIES HAVE NOT
GIVEN OR BEEN REQUESTED TO GIVE WAIVERS OR EXTENSIONS (OR ARE OR WOULD BE
SUBJECT TO A WAIVER OR EXTENSION GIVEN BY ANY OTHER PERSON) OF ANY STATUTE OF
LIMITATIONS RELATING TO THE PAYMENT OF TAXES THAT ARE STILL IN EFFECT.
C.
THE CHARGES, ACCRUALS, AND RESERVES WITH RESPECT TO TAXES, IF ANY, ON THE
COMPANY INTERIM BALANCE SHEET ARE ADEQUATE AND ARE AT LEAST EQUAL TO THE
ACQUIRED COMPANIES' LIABILITY, IF ANY, FOR UNPAID TAXES. TO THE KNOWLEDGE OF THE
COMPANY, THERE EXISTS NO PROPOSED TAX ASSESSMENT AGAINST AN ACQUIRED COMPANY
EXCEPT AS DISCLOSED IN THE COMPANY INTERIM BALANCE SHEET OR SCHEDULE 3.12(C).
ALL TAXES THAT AN ACQUIRED COMPANY IS OR WAS REQUIRED BY LEGAL REQUIREMENTS TO
WITHHOLD OR COLLECT HAVE BEEN DULY WITHHELD OR COLLECTED AND, TO THE EXTENT
REQUIRED, HAVE BEEN PAID TO THE PROPER GOVERNMENTAL BODY OR OTHER PERSON.
D.
NO AUTHORITY WILL ASSESS ANY ADDITIONAL TAXES FOR ANY PERIOD FOR WHICH TAX
RETURNS HAVE BEEN FILED. NO FOREIGN, FEDERAL, STATE, OR LOCAL TAX AUDITS OR
18
ADMINISTRATIVE OR JUDICIAL TAX PROCEEDINGS ARE PENDING OR BEING CONDUCTED WITH
RESPECT TO AN ACQUIRED COMPANY. NONE OF THE ACQUIRED COMPANIES HAVE RECEIVED
FROM ANY FOREIGN, FEDERAL, STATE, OR LOCAL TAXING AUTHORITY (INCLUDING
JURISDICTIONS WHERE THE ACQUIRED COMPANIES HAVE NOT FILED TAX RETURNS) ANY
PENDING OR ACTIVE (I) NOTICE INDICATING AN INTENT TO OPEN AN AUDIT OR OTHER
REVIEW, (II) REQUEST FOR INFORMATION RELATED