SHAREHOLDERS AND THE CORPORATION HAS NOT DISPOSED OF ANY OF ITS
PROPERTIES OR ASSETS OR INCURRED ANY MATERIAL INDEBTEDNESS OTHER THAN THE SURGE
CANADA LIABILITIES OR THE SERIES I DEBENTURES; OR (II) MADE OR SUFFERED ANY
CHANGE OR CHANGES IN ITS FINANCIAL CONDITION, ASSETS, LIABILITIES OR BUSINESS
WHICH, SINGULARLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT OR COULD
HAVE A MATERIAL ADVERSE EFFECT ON ITS FINANCIAL CONDITION, ASSETS, LIABILITIES
OR BUSINESS AS CURRENTLY OR PROPOSED TO BE CONDUCTED;
13
(DD)
THE CORPORATION HAS TIMELY FILED, OR CAUSED TO BE
FILED, ALL MATERIAL INCOME TAX RETURNS REQUIRED TO BE FILED BY IT (ALL OF WHICH
RETURNS WERE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS), HAS TIMELY PAID, OR
CAUSED TO BE PAID, ALL TAXES DUE AND PAYABLE, AND HAS SATISFIED IN FULL IN ALL
MATERIAL RESPECTS ALL TAX WITHHOLDING, DEPOSIT AND REMITTANCE REQUIREMENTS
IMPOSED ON OR WITH RESPECT TO THE CORPORATION.
THE CORPORATION HAS MADE
ADEQUATE PROVISION IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
IN ITS BOOKS AND RECORDS FOR ANY AMOUNT OF TAXES MATERIAL TO THE CORPORATION AND
ACCRUING IN RESPECT OF ANY ACCOUNTING PERIOD FOR WHICH TAX RETURNS ARE NOT YET
REQUIRED;
(EE)
THE CORPORATION HAS NOT RECEIVED ANY WRITTEN
NOTIFICATION THAT ANY ISSUE INVOLVING AN AMOUNT OF TAXES HAS BEEN RAISED AND IS
CURRENTLY PENDING BY THE CANADA REVENUE AGENCY, THE UNITED STATES INTERNAL
REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY, INCLUDING ANY SALES TAX
AUTHORITY, AND NO WAIVERS OF STATUTES OF LIMITATIONS OR OBJECTIONS TO ANY
ASSESSMENTS OR REASSESSMENTS INVOLVING AN AMOUNT OF TAXES HAVE BEEN GIVEN, FILED
OR REQUESTED WITH RESPECT TO THE CORPORATION.
THE CORPORATION HAS NOT RECEIVED
ANY NOTICE FROM ANY TAXING AUTHORITY TO THE EFFECT THAT ANY TAX RETURN IS BEING
EXAMINED, AND THE CORPORATION HAS NO KNOWLEDGE OF ANY TAX AUDIT OR ISSUE.
THERE
ARE NO PROPOSED (BUT UNASSESSED) ADDITIONAL TAXES APPLICABLE BY THE CORPORATION
AND NONE HAS BEEN ASSERTED AGAINST THE CORPORATION.
THERE ARE NO TAX LIENS ON,
OR STATUTORY TRUSTS IN RESPECT OF, ANY ASSETS OF THE CORPORATION EXCEPT FOR
TAXES NOT YET DUE AND PAYABLE.
THE CORPORATION HAS NOT RECEIVED A REFUND OF ANY
TAXES TO WHICH TO THE KNOWLEDGE OF THE CORPORATION, IT WAS NOT ENTITLED;
(FF)
THE CORPORATION HAS WITHHELD FROM EACH
PAYMENT MADE TO ANY PRESENT OR FORMER EMPLOYEES, OFFICERS, AND DIRECTORS AND TO
ALL PERSONS WHO ARE NON-RESIDENTS OF CANADA FOR THE PURPOSES OF THE TAX ACT ALL
AMOUNTS REQUIRED BY LAW AND HAS REMITTED SUCH WITHHELD AMOUNTS WITHIN THE
PRESCRIBED PERIODS TO THE APPROPRIATE FEDERAL OR PROVINCIAL TAXING AUTHORITY.
THE CORPORATION HAS REMITTED ALL CANADA PENSION PLAN CONTRIBUTIONS, EMPLOYMENT
INSURANCE PREMIUMS, EMPLOYER HEALTH TAXES AND OTHER TAXES PAYABLE BY IT AND HAS
OR WILL HAVE REMITTED SUCH AMOUNTS TO THE PROPER TAXING AUTHORITY WITHIN THE
TIME REQUIRED BY APPLICABLE LAW.
THE CORPORATION CHARGED, COLLECTED AND
REMITTED ON A TIMELY BASIS ALL TAXES REQUIRED BY APPLICABLE LAW (INCLUDING,
WITHOUT LIMITATION, PART IX OF THE EXCISE TAX ACT (CANADA) OR THE RETAIL SALES