IN THE CASE OF CLAUSES (I), (IV) OR (V) AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A COMPANY
MATERIAL ADVERSE EFFECT, (I) THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE
PREPARED AND TIMELY FILED (TAKING INTO ACCOUNT ANY EXTENSION OF TIME WITHIN
WHICH TO FILE) ALL TAX RETURNS REQUIRED TO BE FILED BY ANY OF THEM AND ALL SUCH
FILED TAX RETURNS ARE COMPLETE AND ACCURATE, (II) THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAVE PAID ALL MATERIAL TAXES THAT ARE REQUIRED TO BE PAID BY ANY OF
THEM (WHETHER OR NOT SHOWN ON ANY TAX RETURN), EXCEPT, IN THE CASE OF CLAUSE (I)
OR CLAUSE (II) HEREOF, WITH RESPECT TO MATTERS CONTESTED IN GOOD FAITH OR FOR
WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP, (III) THE
U.S. CONSOLIDATED FEDERAL INCOME TAX RETURNS OF THE COMPANY HAVE BEEN EXAMINED
BY THE IRS (OR THE PERIOD FOR ASSESSMENT OF THE TAXES IN RESPECT OF WHICH SUCH
TAX RETURNS WERE REQUIRED TO BE FILED HAS EXPIRED), (IV) AS OF THE DATE OF THIS
AGREEMENT, THERE ARE NOT PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED
IN WRITING, ANY AUDITS, EXAMINATIONS, INVESTIGATIONS OR OTHER PROCEEDINGS IN
RESPECT OF TAXES OR TAX MATTERS OWED OR CLAIMED TO BE OWED BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES, (V) THERE ARE NO LIENS FOR TAXES ON ANY OF THE ASSETS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES OTHER THAN PERMITTED LIENS, (VI) NONE OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS BEEN A "CONTROLLED CORPORATION" OR A
"DISTRIBUTING CORPORATION" IN ANY DISTRIBUTION OCCURRING DURING THE TWO-YEAR
PERIOD ENDING ON THE DATE HEREOF THAT WAS PURPORTED OR INTENDED TO BE GOVERNED,
IN WHOLE OR IN PART, BY SECTION 355(A) OR 361 OF THE CODE (OR ANY SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN LAW) AND (VII) NEITHER THE COMPANY NOR ANY
OF ITS SUBSIDIARIES HAS EVER ENTERED INTO ANY "REPORTABLE TRANSACTION," AS
DEFINED IN TREASURY REGULATION SECTION 1.6011-4(B), REQUIRED TO BE REPORTED IN A
DISCLOSURE STATEMENT PURSUANT TO TREASURY REGULATION SECTION 1.6011-4(A) (OTHER
THAN TRANSACTIONS FOR WHICH FORM 8866 WAS FILED WITH THE COMPANY'S TAX RETURNS).
(B)
NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WILL BE REQUIRED TO
INCLUDE IN A TAXABLE PERIOD ENDING AFTER THE EFFECTIVE TIME TAXABLE INCOME
ATTRIBUTABLE TO INCOME THAT ACCRUED (FOR PURPOSES OF THE FINANCIAL STATEMENTS OF
THE COMPANY INCLUDED IN THE COMPANY SEC DOCUMENTS) IN A PRIOR TAXABLE PERIOD (OR
PORTION OF A TAXABLE PERIOD) BUT WAS NOT RECOGNIZED FOR TAX PURPOSES IN ANY
PRIOR TAXABLE PERIOD AS A RESULT OF (I) THE INSTALLMENT METHOD OF ACCOUNTING,
(II) THE COMPLETED CONTRACT METHOD OF ACCOUNTING, (III) THE LONG-TERM CONTRACT
METHOD OF ACCOUNTING, (IV) THE CASH METHOD OF ACCOUNTING OR SECTION 481 OF THE
CODE OR (V) ANY COMPARABLE PROVISIONS OF STATE OR LOCAL TAX LAW, DOMESTIC OR
FOREIGN, OR FOR ANY OTHER REASON, OTHER THAN ANY
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AMOUNTS THAT ARE SPECIFICALLY REFLECTED IN A RESERVE FOR