REFLECTED OR RESERVED AGAINST IN THE BALANCE
SHEETS INCLUDED IN THE PRFS FINANCIALS AT THE DATE OF SUCH BALANCE
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sheets which would have been required to be reflected therein in accordance with
GAAP consistently applied or disclosed in a footnote thereto, except for
liabilities and obligations which were incurred in the ordinary course of
business consistent with past practice, and except for liabilities and
obligations which are within the subject matter of a specific representation and
warranty herein or which otherwise have not had a Material Adverse Effect.
3.06 NO MATERIAL ADVERSE CHANGE.
NEITHER PRFS NOR ANY PRFS SUBSIDIARY HAS
SUFFERED ANY ADVERSE CHANGE IN THEIR RESPECTIVE ASSETS, BUSINESS, FINANCIAL
CONDITION OR RESULTS OF OPERATIONS SINCE SEPTEMBER 30, 2004, WHICH CHANGE HAS
HAD A MATERIAL ADVERSE EFFECT.
3.07 TAXES.
(A)
PRFS AND THE PRFS SUBSIDIARIES ARE MEMBERS OF THE SAME AFFILIATED GROUP
WITHIN THE MEANING OF IRC SECTION 1504(A) OF WHICH PRFS IS A COMMON PARENT.
PRFS HAS FILED, AND WILL FILE, ALL MATERIAL FEDERAL, STATE AND LOCAL TAX RETURNS
REQUIRED TO BE FILED BY, OR WITH RESPECT TO, PRFS AND THE PRFS SUBSIDIARIES ON
OR PRIOR TO THE CLOSING DATE, EXCEPT TO THE EXTENT THAT ANY FAILURE TO FILE OR
ANY INACCURACIES WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT, AND HAS PAID OR WILL PAY, OR MADE OR WILL MAKE, PROVISIONS FOR
THE PAYMENT OF ALL FEDERAL, STATE AND LOCAL TAXES WHICH ARE SHOWN ON SUCH
RETURNS TO BE DUE FOR THE PERIODS COVERED THEREBY FROM PRFS OR ANY PRFS
SUBSIDIARY TO ANY APPLICABLE TAXING AUTHORITY, ON OR PRIOR TO THE CLOSING DATE,
OTHER THAN TAXES WHICH (I) ARE NOT DELINQUENT OR ARE BEING CONTESTED IN GOOD
FAITH, (II) HAVE NOT BEEN FINALLY DETERMINED, OR (III) THE FAILURE TO PAY WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(B)
NO CONSENT PURSUANT TO IRC SECTION 341(F) HAS BEEN FILED, OR WILL BE FILED
PRIOR TO THE CLOSING DATE, BY OR WITH RESPECT TO PRFS OR ANY PRFS SUBSIDIARY.
(C)
TO THE KNOWLEDGE OF PRFS, THERE ARE NO MATERIAL DISPUTES PENDING, OR CLAIMS
ASSERTED IN WRITING, FOR TAXES OR ASSESSMENTS UPON PRFS OR ANY PRFS SUBSIDIARY,
NOR HAS PRFS OR ANY PRFS SUBSIDIARY BEEN REQUESTED IN WRITING TO GIVE ANY
CURRENTLY EFFECTIVE WAIVERS EXTENDING THE STATUTORY PERIOD OF LIMITATION
APPLICABLE TO ANY FEDERAL, STATE, COUNTY OR LOCAL INCOME TAX RETURN FOR ANY
PERIOD.
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(D)
PROPER AND ACCURATE AMOUNTS HAVE BEEN WITHHELD BY PRFS AND EACH PRFS
SUBSIDIARY FROM THEIR EMPLOYEES FOR ALL PRIOR PERIODS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH THE TAX WITHHOLDING PROVISIONS OF APPLICABLE FEDERAL,
STATE AND LOCAL LAWS, EXCEPT WHERE FAILURE TO DO SO IS NOT REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
3.08 CONTRACTS.
(A)
EXCEPT AS DESCRIBED IN PRFS DISCLOSURE SCHEDULE 3.08(A) OR PRFS DISCLOSURE
SCHEDULE 3.12(A) OR IN DOCUMENTS LISTED AS EXHIBITS TO PRFS'S SECURITIES
DOCUMENTS, NEITHER PRFS NOR ANY PRFS SUBSIDIARY IS A PARTY TO OR SUBJECT TO: