(N)
NONE OF THE CONTRIBUTED ASSETS ARE A
PARTNERSHIP INTEREST OR OTHER ARRANGEMENT OR CONTRACT THAT COULD BE TREATED AS A
PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES.
(O)
MGPI, WITH RESPECT TO THE BUSINESS, DOES NOT
HAVE ANY LIABILITY FOR THE TAXES OF ANY PERSON AS A TRANSFEREE OR SUCCESSOR, BY
CONTRACT OR OTHERWISE.
(P)
MGPI, WITH RESPECT TO THE BUSINESS, IS NOT
LIABLE FOR TAXES (OTHER THAN ANY ACCRUED TAXES NOT YET DUE AND PAYABLE) TO ANY
FOREIGN TAXING AUTHORITY AND DO NOT HAVE AND HAS NOT HAD A PERMANENT
ESTABLISHMENT IN ANY FOREIGN COUNTRY, AS DEFINED IN ANY APPLICABLE TAX TREATY OR
CONVENTION BETWEEN THE UNITED STATES AND SUCH FOREIGN COUNTRY.
(Q)
TRUE, CORRECT AND COMPLETE COPIES OF ALL
INCOME TAX RETURNS, TAX EXAMINATION REPORTS AND STATEMENTS OF DEFICIENCIES
ASSESSED AGAINST, OR AGREED TO OF MGPI, WITH RESPECT TO THE BUSINESS, WITH
RESPECT TO THE FIVE (5) TAXABLE YEARS PRIOR TO DECEMBER 31, 2008 WITH THE
INTERNAL REVENUE SERVICE OR ANY TAXING AUTHORITY HAVE BEEN DELIVERED TO THE
COMPANY.
3.6.
COMPLIANCE WITH LEGAL REQUIREMENTS;
GOVERNMENTAL AUTHORIZATIONS.
(A)
EXCEPT AS SET FORTH IN PART 3.6 OF THE
DISCLOSURE LETTER:
(I)
THE PLANT IS NOT IN VIOLATION OF ANY
MATERIAL LEGAL REQUIREMENT THAT IS APPLICABLE TO IT OR TO ITS OPERATION, SUBJECT
TO OBTAINING ALL GOVERNMENTAL AUTHORIZATIONS REQUIRED AFTER TRANSFER OF THE
PLANT TO THE COMPANY AS CONTEMPLATED HEREBY; AND
(II)
MGPI HAS NOT RECEIVED, AT ANY TIME SINCE
JANUARY 1, 2008, ANY WRITTEN NOTICE OR OTHER COMMUNICATION FROM ANY GOVERNMENTAL
BODY OR ANY OTHER PERSON REGARDING ANY ACTUAL, ALLEGED, POSSIBLE, OR POTENTIAL
VIOLATION OF, OR FAILURE
14
TO COMPLY WITH, ANY LEGAL REQUIREMENT, OR TO UNDERTAKE, OR TO BEAR ALL OR ANY
PORTION OF THE COST OF, ANY REMEDIAL ACTION OF ANY NATURE.
(B)
PART 3.6 OF THE DISCLOSURE LETTER CONTAINS A
COMPLETE AND ACCURATE LIST OF EACH GOVERNMENTAL AUTHORIZATION INCLUDED IN THE
CONTRIBUTED ASSETS OR THAT OTHERWISE RELATES TO THE PLANT.
PART 3.6 OF THE
DISCLOSURE LETTER SPECIFICALLY IDENTIFIES AND DISTINGUISHES EACH SUCH
GOVERNMENTAL AUTHORIZATION REQUIRED TO OPERATE THE PLANT THAT IS NOT INCLUDED IN
THE CONTRIBUTED ASSETS.
THE GOVERNMENTAL AUTHORIZATIONS LISTED IN PART 3.6 OF
THE DISCLOSURE LETTER COLLECTIVELY CONSTITUTE ALL OF THE GOVERNMENTAL
AUTHORIZATIONS NECESSARY TO PERMIT THE COMPANY (I) TO LAWFULLY CONDUCT AND
OPERATE THE BUSINESS IN THE MANNER THE COMPANY ANTICIPATES CONDUCTING AND
OPERATING THE BUSINESS AND (II) TO OWN AND USE THE PLANT IN ACCORDANCE WITH
MGPI'S HISTORICAL USE.
3.7.
LEGAL PROCEEDINGS; ORDERS.
(A)
THERE IS NO PENDING PROCEEDING:
(I)
THAT HAS BEEN COMMENCED BY OR AGAINST
MGPI (WITH RESPECT TO THE BUSINESS) OR THAT OTHERWISE RELATES TO OR MAY AFFECT
THE BUSINESS OR ANY OF THE CONTRIBUTED ASSETS; OR
(II)
THAT CHALLENGES, OR THAT MAY HAVE THE
EFFECT OF PREVENTING, DELAYING, MAKING ILLEGAL, OR OTHERWISE INTERFERING WITH,
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
EXCEPT AS SET FORTH IN PART 3.7 OF THE
DISCLOSURE LETTER, THERE IS NO ORDER TO WHICH MGPI (WITH RESPECT TO THE
BUSINESS), OR ANY OF THE