INTEREST OF ANY KIND OR NATURE
(WHETHER OR NOT OF RECORD); (III) EXCEPT TO THE EXTENT OF APPLICABLE RESERVES
SHOWN IN THE
6
LATEST BALANCE SHEET INCLUDED IN THE FINANCIAL STATEMENTS, ALL OF THE
RECEIVABLES OWING TO THE COMPANY CONSTITUTE VALID AND ENFORCEABLE CLAIMS ARISING
FROM BONA FIDE TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS, AND THE COMPANY
HAS NOT RECEIVED ANY WRITTEN OR ORAL CLAIMS OR REFUSALS TO PAY, OR GRANTED ANY
RIGHTS OF SET-OFF, AGAINST ANY THEREOF; AND (IV) TO THE KNOWLEDGE OF THE COMPANY
AND THE SELLER, THERE IS NO REASON WHY ANY RECEIVABLE WILL NOT BE COLLECTED IN
ACCORDANCE WITH ITS TERMS, OTHER THAN FOR SUCH RECEIVABLES WHICH ARE NOT IN
EXCESS OF THE RESERVES ESTABLISHED THEREFOR AND REFLECTED IN THE MOST RECENT
BALANCE SHEET FOR THE COMPANY INCLUDED IN THE FINANCIAL STATEMENTS. THE SELLER
HAS PREVIOUSLY PROVIDED THE PURCHASER A SCHEDULE OF THE AGING OF ACCOUNTS
RECEIVABLE OF THE COMPANY (BY MONTHLY INTEGRALS) AS OF JANUARY 31, 2006 PREPARED
IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
2.12
TAX MATTERS. FOR THE PURPOSES OF THIS AGREEMENT, THE TERM "TAXES"
MEANS ALL FEDERAL, STATE, LOCAL, FOREIGN AND OTHER NET INCOME, GROSS INCOME,
GROSS RECEIPTS, SALES, USE, AD VALOREM, TRANSFER, FRANCHISE, PROFITS, LICENSE,
LEASE, SERVICE, SERVICE USE, WITHHOLDING, PAYROLL, EMPLOYMENT, EXCISE,
SEVERANCE, STAMP, OCCUPATION, PREMIUM, REAL OR PERSONAL PROPERTY, WINDFALL
PROFITS, CUSTOMS, DUTIES OR OTHER TAXES, FEES, ASSESSMENTS, CHARGES OR LEVIES OF
ANY KIND WHATEVER, TOGETHER WITH ANY INTEREST AND ANY PENALTIES, ADDITIONS TO
TAX OR ADDITIONAL AMOUNTS WITH RESPECT THERETO, AND THE TERM "TAX" MEANS ANY ONE
OF THE FOREGOING TAXES. IN ADDITION, THE TERM "TAX RETURNS" MEANS ALL RETURNS,
DECLARATIONS, REPORTS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED WITH
ANY AUTHORITY IN RESPECT OF TAXES, AND THE TERM "TAX RETURN" MEANS ANY ONE OF
THE FOREGOING TAX RETURNS. TO THE KNOWLEDGE OF THE COMPANY AND THE SELLER,
EXCEPT AS SET FORTH ON THE DISCLOSURE SCHEDULE:
(A)
FILING OF TAX RETURNS. ALL TAX RETURNS REQUIRED TO BE FILED ON OR
PRIOR TO THE DATE HEREOF BY THE COMPANY WITH RESPECT TO TAXES OF THE COMPANY
HAVE BEEN PROPERLY COMPLETED AND DULY FILED ON A TIMELY BASIS AND IN CORRECT
FORM. AS OF THE TIME OF FILING, THE FOREGOING TAX RETURNS CORRECTLY REFLECTED
THE FACTS REGARDING THE INCOME, BUSINESS, ASSETS, OPERATIONS, ACTIVITIES, STATUS
OR OTHER MATTERS OF THE COMPANY OR ANY OTHER INFORMATION REQUIRED TO BE SHOWN
THEREON. THERE IS NO MATERIAL OMISSION, DEFICIENCY, ERROR, MISSTATEMENT OR
MISREPRESENTATION, WHETHER INNOCENT, INTENTIONAL OR FRAUDULENT, IN ANY TAX
RETURN FILED BY THE COMPANY FOR ANY PERIOD.
(B)
PAYMENT OF TAXES. WITH RESPECT TO ALL AMOUNTS OF TAXES IMPOSED
UPON THE COMPANY, OR FOR WHICH THE COMPANY IS OR COULD BE LIABLE, WHETHER TO
TAXING AUTHORITIES (AS, FOR EXAMPLE, UNDER LAW) OR TO OTHER PERSONS OR ENTITIES
(AS, FOR EXAMPLE, UNDER TAX ALLOCATION AGREEMENTS), WITH RESPECT TO ALL TAXABLE
PERIODS OR PORTIONS OF PERIODS ENDING ON OR BEFORE THE CLOSING DATE, ALL
APPLICABLE TAX LAWS AND AGREEMENTS HAVE BEEN OR