LOCAL, OR FOREIGN INCOME, GROSS RECEIPTS, LICENSE, PAYROLL, EMPLOYMENT, EXCISE,
SEVERANCE, STAMP, OCCUPATION, PREMIUM, WINDFALL PROFITS, ENVIRONMENTAL, CUSTOMS
DUTIES, CAPITAL STOCK, FRANCHISE, PROFITS, WITHHOLDING, SOCIAL SECURITY (OR
SIMILAR, INCLUDING FICA), UNEMPLOYMENT, DISABILITY, REAL PROPERTY, PERSONAL
PROPERTY, SALES, USE, TRANSFER, REGISTRATION, VALUE ADDED, ALTERNATIVE OR ADD-ON
MINIMUM, ESTIMATED, OR OTHER TAX OF ANY KIND OR ANY CHARGE OF ANY KIND IN THE
NATURE OF (OR SIMILAR TO) TAXES WHATSOEVER, INCLUDING ANY INTEREST, PENALTY, OR
ADDITION THERETO, WHETHER DISPUTED OR NOT AND (B) ANY LIABILITY FOR THE PAYMENT
OF ANY AMOUNTS OF THE TYPE DESCRIBED IN CLAUSE (A) OF THIS DEFINITION AS A
RESULT OF BEING A MEMBER OF AN AFFILIATED, CONSOLIDATED, COMBINED OR UNITARY
GROUP FOR ANY PERIOD, AS A RESULT OF ANY TAX SHARING OR TAX ALLOCATION
AGREEMENT, ARRANGEMENT OR UNDERSTANDING, OR AS A RESULT OF BEING LIABLE FOR
ANOTHER PERSON'S TAXES AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT OR OTHERWISE.
33
(II)
THE TERM "RETURNS" SHALL MEAN ANY RETURN, DECLARATION, CLAIM FOR
REFUND, INFORMATION RETURN, REPORT OR STATEMENT RELATING TO TAXES (INCLUDING ANY
SCHEDULE OR ATTACHMENT THERETO AND ANY AMENDMENT THEREOF).
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.5(B) OF THE COMPANY DISCLOSURE
SCHEDULES, (I) ALL RETURNS REQUIRED TO BE FILED PRIOR TO THE DATE HEREOF BY THE
COMPANY AND/OR ITS SUBSIDIARIES HAVE BEEN DULY AND TIMELY FILED WITH THE
APPROPRIATE GOVERNMENTAL ENTITY IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES
AND REGULATIONS AND ALL SUCH RETURNS WERE TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS, (II) ALL MATERIAL TAXES OWED BY THE COMPANY AND EACH OF ITS
SUBSIDIARIES (WHETHER OR NOT SHOWN ON ANY RETURNS) HAVE BEEN TIMELY PAID IN FULL
OR HAVE BEEN ACCRUED ON THE MOST RECENT BALANCE SHEET, (III) THE COMPANY AND ITS
SUBSIDIARIES HAVE WITHHELD AND TIMELY PAID TO THE APPROPRIATE GOVERNMENTAL
ENTITY ALL TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID OVER PRIOR TO THE DATE
HEREOF IN CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT
CONTRACTOR, OR OTHER THIRD PARTY AND THE COMPANY AND ITS SUBSIDIARIES HAVE
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL ASSOCIATED REPORTING AND RECORD
KEEPING REQUIREMENTS AND (IV) THERE ARE NO MATERIAL LIENS ON ANY PROPERTY OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES WITH RESPECT TO TAXES, OTHER THAN MATERIAL
LIENS FOR TAXES NOT YET DUE AND PAYABLE OR FOR TAXES THAT THE COMPANY OR ITS
SUBSIDIARIES ARE CONTESTING IN GOOD FAITH THROUGH APPROPRIATE PROCEEDINGS AND
FOR WHICH AN APPROPRIATE RESERVE HAS BEEN ESTABLISHED ON THE MOST RECENT BALANCE
SHEET IF REQUIRED BY GAAP.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 4.5(C) OF THE COMPANY DISCLOSURE
SCHEDULES:
(I) THERE IS NO DISPUTE, AUDIT OR PROCEEDING, OR TO THE COMPANY'S
KNOWLEDGE, INVESTIGATION OR CLAIM, CONCERNING ANY TAX OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES PENDING WITH, OR BEING CONDUCTED BY, A GOVERNMENTAL ENTITY OR
FOR WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES (FOLLOWING THE DATE OF THE
COMPANY'S ACQUISITION OF SUCH SUBSIDIARY, IF APPLICABLE) HAS BEEN NOTIFIED IN
WRITING, (II) NEITHER THE COMPANY NOR