4.6(A) ARE FREE FROM
MATERIAL DEFECTS, HAVE BEEN MAINTAINED IN ACCORDANCE WITH NORMAL INDUSTRY
PRACTICE, AND ARE IN REASONABLY SATISFACTORY OPERATING CONDITION, ORDINARY WEAR
AND TEAR AND AGING EXCEPTED.
(C)
EXCEPT AS SET FORTH IN SECTION 4.6(C) OF THE COMPANY DISCLOSURE
SCHEDULE, ALL INVENTORY OF THE COMPANY REFLECTED ON THE LATEST BALANCE SHEET
CONSISTED, AND ALL SUCH INVENTORY ACQUIRED SINCE THE LATEST BALANCE SHEET
CONSISTS, OF A QUALITY AND QUANTITY USABLE AND SALABLE IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE, SUBJECT TO NORMAL AND CUSTOMARY RESERVES
AND ALLOWANCES CONSISTENT WITH PAST PRACTICE.
4.7
COMPLIANCE WITH LAWS.
EXCEPT WITH REGARD TO THE TAX MATTERS
ADDRESSED IN SECTION 4.8, THE ENVIRONMENTAL MATTERS ADDRESSED IN SECTION 4.9,
THE REAL ESTATE MATTERS IN SECTION 4.13, AND THE EMPLOYEE MATTERS ADDRESSED IN
SECTIONS 4.13 AND 4.14, THE COMPANY HAS COMPLIED WITH ALL LAWS AND ORDERS
RELATING TO THE COMPANY OR THE OPERATION OF THE BUSINESS, OTHER THAN THOSE LAWS
AND ORDERS THE VIOLATION OF WHICH WOULD NOT RESULT IN A COMPANY MATERIAL ADVERSE
CHANGE AND OTHER THAN AS SET FORTH IN SECTION 4.7 OF THE COMPANY DISCLOSURE
SCHEDULE.
EXCEPT AS SET FORTH IN SECTION 4.7 OF THE COMPANY DISCLOSURE
SCHEDULE, THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE ALLEGING ANY VIOLATIONS OF
LAWS WITHIN THE LAST TWELVE (12) MONTHS.
ALL MATERIAL PERMITS NECESSARY TO THE
CONDUCT BY THE COMPANY OF THE BUSINESS ARE LISTED IN SECTION 4.7 OF THE COMPANY
DISCLOSURE SCHEDULE, ARE IN FULL FORCE AND EFFECT, NO MATERIAL VIOLATIONS WITH
RESPECT TO ANY THEREOF HAVE OCCURRED AND NO ACTION OR PROCEEDING IS PENDING OR,
TO THE KNOWLEDGE OF THE COMPANY, THREATENED TO REVOKE OR MATERIALLY LIMIT ANY
THEREOF.
4.8
TAX MATTERS.
EXCEPT AS SET FORTH IN SECTION 4.8 OF THE COMPANY
DISCLOSURE SCHEDULE:
(A)
THE COMPANY HAS PREPARED IN GOOD FAITH AND DULY FILED ALL TAX
RETURNS WITH RESPECT TO THE COMPANY REQUIRED TO BE FILED WITH ANY TAX
AUTHORITY.
ALL TAXES OWED BY THE COMPANY (WHETHER OR NOT SHOWN ON ANY TAX
RETURN) HAVE BEEN PAID.
THE COMPANY IS NOT CURRENTLY THE BENEFICIARY OF ANY
EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURN WHICH HAS CONTINUING
EFFECT.
(B)
THERE IS NO MATERIAL DISPUTE OR CLAIM CONCERNING ANY TAX LIABILITY
OF THE COMPANY EITHER (I) CLAIMED OR RAISED BY ANY TAX AUTHORITY IN WRITING OR
(II) AS TO WHICH ANY OF THE SELLERS OR THE COMPANY HAS KNOWLEDGE BASED UPON
PERSONAL CONTACT WITH ANY AGENT OF SUCH TAXING AUTHORITY.
(C)
THE SELLERS HAVE FURNISHED TO THE PURCHASER CORRECT AND COMPLETE
COPIES OF ALL TAX RETURNS, EXAMINATION REPORTS, AND STATEMENTS OF DEFICIENCIES
ASSESSED AGAINST, OR AGREED TO BY THE COMPANY SINCE DECEMBER 31, 2004.
(D)
THE COMPANY IS NOT A PARTY TO ANY TAX ALLOCATION OR SHARING
AGREEMENT.
THE COMPANY HAS NOT BEEN A MEMBER OF AN AFFILIATED GROUP FILING A
CONSOLIDATED FEDERAL TAX RETURN.
(E)
THE COMPANY HAS BEEN A VALIDLY ELECTING S CORPORATION WITHIN THE
MEANING OF SECTIONS 1361 AND 1362 OF THE CODE AT ALL TIMES SINCE