SELLER FOR OR IN CONNECTION WITH THE EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT AND THE AGREEMENTS, DOCUMENTS AND INSTRUMENTS
CONTEMPLATED HEREBY, OR THE CONDUCT OF THE BUSINESS BY THE COMPANY OR THE
SUBSIDIARY AFTER THE CLOSING (THE "REQUIRED CONSENTS").
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER INSTRUMENTS, DOCUMENTS AND
AGREEMENTS CONTEMPLATED HEREBY BY THE SELLER WILL NOT RESULT IN ANY VIOLATION
OF, BE IN CONFLICT WITH OR CONSTITUTE A DEFAULT UNDER, ANY LAW, STATUTE,
REGULATION, ORDINANCE, AGREEMENT, CONTRACT, INSTRUMENT, LICENSE, PERMIT,
AUTHORIZATION, JUDGMENT, DECREE OR ORDER TO WHICH THE COMPANY, THE SUBSIDIARY OR
THE SELLER IS A PARTY OR BY WHICH THE COMPANY, THE SUBSIDIARY OR THE SELLER IS
BOUND.
12
2.17.
REGULATORY AND LEGAL COMPLIANCE.
THE COMPANY AND THE
SUBSIDIARY ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL FOREIGN, STATE
AND LOCAL STATUTES, LAWS, ORDINANCES, JUDGMENTS, DECREES, ORDERS OR GOVERNMENTAL
RULES, REGULATIONS, POLICIES AND GUIDELINES APPLICABLE TO IT .
2.18.
LICENSES AND PERMITS.
SCHEDULE 2.18 SETS FORTH ALL
LICENSES, PERMITS, AUTHORIZATIONS AND CERTIFICATIONS OF GOVERNMENTAL AND
NON-GOVERNMENTAL AUTHORITIES HELD BY THE COMPANY OR THE SUBSIDIARY WHICH ARE
NECESSARY FOR THE COMPANY AND/OR THE SUBSIDIARY TO CARRY OUT THEIR BUSINESS.
THE COMPANY AND THE SUBSIDIARY IS IN MATERIAL COMPLIANCE WITH ALL SUCH LICENSES,
PERMITS, AUTHORIZATIONS AND CERTIFICATIONS, ALL OF WHICH ARE IN FULL FORCE AND
EFFECT AND WILL BE IN FULL FORCE AND EFFECT IMMEDIATELY AFTER GIVING EFFECT TO
THE TRANSACTIONS.
THERE ARE NO OTHER SUCH LICENSES, PERMITS, AUTHORIZATIONS OR
CERTIFICATIONS WHICH ARE MATERIAL TO THE COMPANY, THE SUBSIDIARY OR THE
BUSINESS, WHICH THE COMPANY OR THE SUBSIDIARY, AS APPLICABLE, HAS NOT OBTAINED.
TO THE KNOWLEDGE OF THE SELLER, THERE ARE NO THREATENED SUSPENSION, REVOCATION
OR INVALIDATION OF SUCH LICENSES, PERMITS, AUTHORIZATIONS OR CERTIFICATIONS, OR
ANY BASIS THEREFOR.
2.19.
TAX MATTERS.
(A)
DEFINITIONS.
FOR PURPOSES OF THIS
AGREEMENT, THE FOLLOWING DEFINITIONS SHALL APPLY:
(I)
"TAX" OR "TAXES" MEANS ALL TAXES,
CHARGES, FEES, LEVIES, PENALTIES, ADDITIONS OR OTHER ASSESSMENTS IMPOSED BY ANY
SWEDISH, UNITED KINGDOM, FOREIGN, FEDERAL, STATE, LOCAL OR OTHER TAXING
AUTHORITY, INCLUDING, BUT NOT LIMITED TO, INCOME, EXCISE, PROPERTY (INCLUDING
COUNCIL RATES), SALES, TRANSFER, FRANCHISE, PAYROLL (INCLUDING NATIONAL
INSURANCE CONTRIBUTIONS), WITHHOLDING, EMPLOYMENT, VALUE ADDED, SOCIAL SECURITY,
CUSTOMS DUTIES, STAMP DUTIES, DEGROUPING CHARGES OR OTHER TAXES, INCLUDING ANY
INTEREST, PENALTIES OR ADDITIONS ATTRIBUTABLE THERETO.
(II)
"TAX RETURNS" MEANS ALL REPORTS, ESTIMATES,
DECLARATION OF ESTIMATED TAX, INFORMATION STATEMENTS AND RETURNS RELATING TO, OR
REQUIRED TO BE FILED IN CONNECTION WITH, ANY TAXES AND ANY SCHEDULES ATTACHED TO
OR AMENDMENTS OF (INCLUDING REFUND CLAIMS WITH RESPECT TO) ANY OF THE FOREGOING.
(B)
EACH OF THE COMPANY AND THE SUBSIDIARY HAS
FILED ALL TAX RETURNS AND OTHER TAX RELATED DOCUMENTS REQUIRED TO BE FILED BY
THE COMPANY AND THE SUBSIDIARY UNDER ALL RELEVANT LAW.
NEITHER THE COMPANY NOR
THE SUBSIDIARY IS OR, TO THE KNOWLEDGE OF THE SELLER IS LIKELY TO BE, THE
SUBJECT OF ANY DISPUTE WITH RESPECT TO TAXATION. THE TAX RETURNS OF THE COMPANY
AND THE SUBSIDIARY ARE TRUE
AND IN ALL MATERIAL