LIABILITY
ACCRUAL FOR TAXES ON THE COMPANY BALANCE SHEET.
SINCE THE BALANCE SHEET DATE,
THE COMPANY HAS NOT INCURRED ANY TAXES OTHER THAN TAXES INCURRED IN THE ORDINARY
COURSE CONSISTENT IN TYPE AND AMOUNT (RELATIVE TO THE RESULTS OF OPERATIONS OF
THE COMPANY AND TAKING INTO ACCOUNT CHANGES IN TAX RATES AND OTHER CHANGES IN
APPLICABLE TAX LAW) WITH PAST PRACTICE.
(B)
THE COMPANY HAS BEEN INCLUDED IN THE CONSOLIDATED FEDERAL INCOME
TAX RETURN FILED BY PARENT AND, WHERE PERMITTED, IN COMBINED, CONSOLIDATED, OR
UNITARY TAX RETURNS WITH PARENT FOR STATE TAX PURPOSES.
FOLLOWING THE CLOSING
DATE, THE COMPANY SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY SUCH TAX
RETURNS.
(C)
THE COMPANY HAS DULY WITHHELD, COLLECTED AND TIMELY PAID ALL TAXES
THAT IT WAS REQUIRED TO WITHHOLD, COLLECT AND PAY RELATING TO AMOUNTS PAID OR
OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, STOCKHOLDER OR OTHER
PERSON AND HAS COMPLIED WITH ALL INFORMATION REPORTING REQUIREMENTS WITH RESPECT
TO SUCH AMOUNTS.
(D)
NO AUDIT OR OTHER PROCEEDING BY ANY TAXING AUTHORITY IS PENDING OR
THREATENED IN WRITING WITH RESPECT TO ANY TAXES DUE FROM THE COMPANY, OR WITH
RESPECT TO ANY TAX RETURN FILED OR REQUIRED TO BE FILED BY OR RELATING TO THE
COMPANY.
NO ASSESSMENT OR DEFICIENCY FOR ANY TAX IS PROPOSED NOR, TO THE
KNOWLEDGE OF THE COMPANY, IS THREATENED AGAINST THE COMPANY.
(E)
TO THE COMPANY'S KNOWLEDGE, NO CLAIM HAS BEEN MADE BY ANY TAXING
AUTHORITY IN A JURISDICTION WHERE THE COMPANY DOES NOT FILE TAX RETURNS THAT THE
COMPANY IS OR MAY BE SUBJECT TO TAX OR REQUIRED TO FILE A TAX RETURN IN SUCH
JURISDICTION.
THERE ARE NO OUTSTANDING WAIVERS OR CONSENTS THAT HAVE BEEN GIVEN
BY THE COMPANY REGARDING THE APPLICATION OF THE STATUTE OF LIMITATIONS WITH
RESPECT TO ANY TAXES OR TAX RETURNS.
THERE ARE NO LIENS ON ANY OF THE ASSETS OF
THE COMPANY THAT AROSE IN CONNECTION WITH ANY FAILURE TO PAY TAXES, OTHER THAN
FOR TAXES THAT ARE NOT YET DUE AND PAYABLE.
(F)
THE COMPANY HAS NOT REQUESTED OR RECEIVED A TAX RULING, PRIVATE
LETTER RULING, TECHNICAL ADVICE MEMORANDUM, COMPETENT AUTHORITY RELIEF OR
SIMILAR AGREEMENT OR ENTERED INTO A CLOSING AGREEMENT OR CONTRACT WITH ANY
TAXING AUTHORITY THAT, IN EACH CASE, REMAINS OUTSTANDING OR EFFECTIVE.
THE
COMPANY IS NOT SUBJECT TO A TAX SHARING, ALLOCATION, INDEMNIFICATION OR SIMILAR
AGREEMENT.
11
(G)
THE COMPANY IS NOT PARTICIPATING AND HAS NOT PARTICIPATED IN A
REPORTABLE OR LISTED TRANSACTION WITHIN THE MEANING OF TREAS. REG. SECTION
1.6011-4 OR SECTION 6707A(C) OF THE CODE.
(H)
THE COMPANY HAS NOT BEEN THE "DISTRIBUTING CORPORATION" OR A
"CONTROLLED CORPORATION" (WITHIN THE MEANING OF SECTION 355 OF THE CODE) WITH
RESPECT TO A TRANSACTION DESCRIBED IN SECTION 355 OF THE CODE WITHIN THE
TWO-YEAR PERIOD ENDING ON THE DATE OF THIS AGREEMENT.
2.8
LEGAL MATTERS.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 2.8(A) HERETO, (I) THERE IS NO
CLAIM, ACTION, SUIT, LITIGATION, INVESTIGATION, INQUIRY, REVIEW, DEMAND, REQUEST
FOR INFORMATION OR PROCEEDING (COLLECTIVELY, "CLAIMS") PENDING