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 CORPORATIONS, EXCEPT SUCH TAXES,
IF ANY, AS ARE LISTED IN SCHEDULE 4.17 AND ARE BEING CONTESTED IN GOOD FAITH AND
AS TO WHICH ADEQUATE RESERVES (DETERMINED IN ACCORDANCE WITH US GAAP OR CANADIAN
GAAP, AS APPLICABLE)
31
HAVE BEEN PROVIDED IN THE INTERIM CONSOLIDATED BALANCE SHEET AND THE FINANCIAL
STATEMENTS.
EXCEPT AS PROVIDED IN SCHEDULE 4.17, NONE OF THE CORPORATIONS 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 EITHER CORPORATION 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 CORPORATIONS 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.
(B)
DELIVERY OF TAX RETURNS AND INFORMATION
REGARDING AUDITS AND POTENTIAL AUDITS.
THE SELLERS HAVE MADE AVAILABLE TO BUYER
COPIES OF, AND SCHEDULE 4.17 CONTAINS A COMPLETE AND ACCURATE COPY OF, ALL
FEDERAL, STATE, PROVINCIAL, TERRITORIAL, LOCAL, AND FOREIGN INCOME TAX RETURNS
OF THE CORPORATIONS (OTHER THAN TAX RETURNS FOR SALES AND USE TAXES) FILED SINCE
DECEMBER 31, 2000.
SCHEDULE 4.17 CONTAINS A COMPLETE AND ACCURATE LIST OF ALL
PENDING AUDITS AND TAX DISPUTES.
NEITHER THE CORPORATIONS NOR ANY SELLER
EXPECTS ANY UNDISCLOSED DEFICIENCIES IN 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 MADE AVAILABLE TO BUYER, COPIES OF ANY EXAMINATION
REPORTS, STATEMENTS OR DEFICIENCIES OR SIMILAR ITEMS WITH RESPECT TO SUCH AUDITS
IN EITHER CORPORATION'S POSSESSION.
EXCEPT AS PROVIDED IN SCHEDULE 4.17, 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, THERE IS NO DISPUTE OR CLAIM CONCERNING ANY TAXES
OF THE CORPORATIONS 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, NEITHER CORPORATION HAS BEEN GIVEN OR BEEN REQUESTED TO GIVE
WAIVERS OR EXTENSIONS (OR IS 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 OF EITHER CORPORATION OR FOR WHICH EITHER CORPORATION MAY BE LIABLE.
(C)
POST-CLOSING TAX LIABILITIES.
THE UNPAID
TAXES OF THE CORPORATIONS DO