ALL REPORTS
WITH RESPECT TO TAXES THAT ARE OR WERE REQUIRED TO BE FILED PURSUANT TO
APPLICABLE LEGAL REQUIREMENTS.
ALL TAX RETURNS AND REPORTS FILED BY THE
ACQUIRED ENTITIES ARE TRUE, CORRECT AND COMPLETE.
EACH OF THE SELLERS AND THE
ACQUIRED ENTITIES, AS THE CASE MAY BE, HAS PAID, OR MADE PROVISION FOR THE
PAYMENT OF, ALL TAXES FOR WHICH THEY ARE RESPONSIBLE THAT HAVE OR MAY HAVE
BECOME DUE FOR ALL PERIODS COVERED BY THE TAX RETURNS OR OTHERWISE, OR PURSUANT
TO ANY ASSESSMENT RECEIVED BY THE ACQUIRED ENTITIES, EXCEPT SUCH TAXES, IF ANY,
AS ARE LISTED IN SCHEDULE 4.17(A) AND ARE BEING CONTESTED IN GOOD FAITH AND AS
TO WHICH ADEQUATE RESERVES (DETERMINED IN ACCORDANCE WITH GAAP) HAVE BEEN
PROVIDED IN THE INTERIM BALANCE SHEET AND THE FINANCIAL STATEMENTS.
EXCEPT AS
PROVIDED IN SCHEDULE 4.17(A), NONE OF THE ACQUIRED ENTITIES ARE CURRENTLY THE
BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN.
NO
CLAIM HAS EVER BEEN MADE OR IS EXPECTED TO BE MADE BY ANY GOVERNMENTAL BODY IN A
JURISDICTION WHERE AN ACQUIRED ENTITY DOES NOT FILE TAX RETURNS THAT IT IS OR
MAY BE SUBJECT TO TAXATION BY THAT JURISDICTION.
THERE ARE NO ENCUMBRANCES ON
ANY OF THE ASSETS OF THE ACQUIRED ENTITIES THAT AROSE IN CONNECTION WITH ANY
FAILURE TO PAY ANY TAX (OTHER THAN TAXES NOT YET DUE AND PAYABLE), AND THE
SELLERS HAVE NO KNOWLEDGE OF ANY CLAIMS ATTRIBUTABLE TO TAXES WHICH, IF
ADVERSELY DETERMINED, WOULD RESULT IN ANY SUCH ENCUMBRANCE.
30
(B)
DELIVERY OF TAX RETURNS AND INFORMATION REGARDING AUDITS AND
POTENTIAL AUDITS.
THE CORPORATION HAS DELIVERED OR MADE AVAILABLE TO BUYER
COMPLETE AND ACCURATE COPIES OF, ALL FEDERAL, STATE, PROVINCIAL, TERRITORIAL,
LOCAL, AND FOREIGN INCOME TAX RETURNS OF THE ACQUIRED ENTITIES (OTHER THAN TAX
RETURNS FOR SALES AND USE TAXES) FILED SINCE DECEMBER 31, 2000.
SCHEDULE
4.17(B) CONTAINS A COMPLETE AND ACCURATE LIST OF ALL PENDING AUDITS AND TAX
DISPUTES.
NEITHER THE ACQUIRED ENTITIES NOR THE SELLERS EXPECTS ANY UNDISCLOSED
DEFICIENCIES IN THE PAYMENT OF TAX TO BE ASSERTED WITH RESPECT TO ANY SUCH
AUDIT.
ANY SUCH DEFICIENCIES PROPOSED AS A RESULT OF SUCH AUDITS HAVE BEEN
PAID, RESERVED AGAINST, SETTLED OR ARE BEING CONTESTED IN GOOD FAITH.
THE
SELLERS HAVE DELIVERED, OR MADE AVAILABLE TO BUYER, COPIES OF ANY EXAMINATION
REPORTS, STATEMENTS OR DEFICIENCIES OR SIMILAR ITEMS WITH RESPECT TO SUCH AUDITS
IN ANY ACQUIRED ENTITY'S POSSESSION.
EXCEPT AS PROVIDED IN SCHEDULE 4.17(B),
THE SELLERS HAVE NO KNOWLEDGE THAT ANY GOVERNMENTAL BODY IS LIKELY TO ASSESS ANY
ADDITIONAL TAXES FOR ANY PERIOD FOR WHICH TAX RETURNS HAVE BEEN FILED.
EXCEPT
AS PROVIDED IN SCHEDULE 4.17(B), THERE IS NO DISPUTE OR CLAIM CONCERNING ANY
TAXES OF THE ACQUIRED ENTITIES EITHER (I) CLAIMED OR RAISED BY ANY GOVERNMENTAL
BODY IN WRITING OR (II) AS TO WHICH THE SELLERS HAVE KNOWLEDGE.
EXCEPT AS
DESCRIBED IN SCHEDULE 4.17(A), NO ACQUIRED ENTITY HAS BEEN GIVEN OR BEEN
REQUESTED TO GIVE WAIVERS OR EXTENSIONS (OR IS OR WOULD BE SUBJECT TO