COMPLIANCE WITH (I) ALL APPLICABLE LAWS GOVERNING
THE COLLECTION, USE OR TRANSFER OF PERSONAL INFORMATION, (II) THE PRIVACY
POLICIES OF SELLER AND SELLER'S CUSTOMERS, AND (III) RELATED POLICIES, PROGRAMS
OR OTHER NOTICES APPLICABLE TO SELLER'S COLLECTION OR USE OF PERSONAL
INFORMATION.
3.5
LIABILITIES.
THERE ARE NO ACCRUED, CONTINGENT OR OTHER
LIABILITIES OF ANY NATURE, EITHER MATURED OR UNMATURED RELATING TO THE ASSETS
EXCEPT FOR:
(A) LIABILITIES INCURRED BY THE SELLER IN CONNECTION WITH THE
ASSETS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THE PAST PRACTICES OF
SELLER NOT YET DUE AND PAYABLE AND (B) LIABILITIES OF THE SELLER UNDER THE
ACQUIRED CONTRACTS NOT YET DUE AND PAYABLE.
6
3.6
CONTRACTS.
THE SELLER IS NOT A PARTY TO, OR BOUND TO, ANY
CONTRACTS THAT RELATE TO THE OWNERSHIP AND OPERATION OF ANY OF THE ASSETS.
3.7
COMPLIANCE WITH LAW; LEGAL PROCEEDINGS.
SELLER HAS, IN CONNECTION
WITH THE OWNERSHIP OF THE ASSETS, COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
LAWS, AND THERE ARE NO KNOWN VIOLATIONS OF ANY LAW.
SELLER HAS NOT RECEIVED, AT
ANY TIME PRIOR TO THE CLOSING DATE, FROM ANY PERSON ANY WRITTEN OR ORAL CLAIM OF
VIOLATION OF ANY LAW ARISING FROM OR IN CONNECTION WITH SELLER'S OWNERSHIP OF
THE ASSETS.
THERE ARE NO ACTIONS PENDING OR, TO SELLER'S KNOWLEDGE, THREATENED
AGAINST OR AFFECTING THE ASSETS.
3.8
PERMITS AND LICENSES.
THE SELLER DOES NOT HAVE ANY LOCAL,
MUNICIPAL, STATE AND FEDERAL CONSENTS, ORDERS, FILINGS, FRANCHISEES, PERMITS,
LICENSES, AGREEMENTS, WAIVERS AND AUTHORIZATIONS REQUIRED IN CONNECTION WITH THE
OWNERSHIP OF THE ASSETS.
3.9
TAX MATTERS.
(A)
THE SELLER HAS FILED ALL TAX RETURNS WITH RESPECT TO THE ASSETS
THAT IT WAS REQUIRED TO FILE AND ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE
IN ALL MATERIAL RESPECTS.
ALL TAXES OWED BY THE SELLER (WHETHER OR NOT SHOWN ON
ANY TAX RETURN) HAVE BEEN PAID.
THE SELLER IS NOT CURRENTLY THE BENEFICIARY OF
ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN.
(B)
THERE IS NO MATERIAL DISPUTE OR CLAIM CONCERNING ANY TAX LIABILITY
OF THE SELLER WITH RESPECT TO THE ASSETS EITHER (I) CLAIMED OR RAISED BY ANY
AUTHORITY IN WRITING OR (II) AS TO WHICH THE SELLER OTHERWISE HAS KNOWLEDGE.
THERE ARE NO LIENS ON ANY OF THE ASSETS THAT AROSE IN CONNECTION WITH ANY
FAILURE (OR ALLEGED FAILURE) TO PAY ANY TAX.
(C)
THE SELLER HAS NOT WAIVED ANY STATUTE OF LIMITATIONS IN RESPECT OF
TAXES OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO A TAX ASSESSMENT OR
DEFICIENCY.
3.10
GOVERNMENTAL APPROVALS.
TO SELLER'S KNOWLEDGE, NO AUTHORIZATION,
APPROVAL, ORDER, LICENSE, PERMIT, FRANCHISE OR CONSENT OF ANY GOVERNMENTAL
AUTHORITY AND NO REGISTRATION, DECLARATION OR FILING BY SELLER WITH ANY
GOVERNMENTAL AUTHORITY IS REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THE TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
3.11
NON CONTRAVENTION; CONSENTS.
NEITHER THE EXECUTION AND DELIVERY BY
THE SELLER OF ANY OF THE TRANSACTION DOCUMENTS, NOR THE CONSUMMATION OR
PERFORMANCE BY THE SELLER OF ANY OF THE TRANSACTIONS