OR NOT SUCH TAXES ARE REQUIRED TO BE SHOWN ON A TAX RETURN) AND HAVE
WITHHELD AND PAID OVER TO THE APPROPRIATE TAXING AUTHORITY ALL TAXES WHICH IT IS
REQUIRED TO WITHHOLD FROM AMOUNTS PAID OR OWING TO ANY EMPLOYEE, MEMBER,
CREDITOR OR OTHER THIRD PARTY; NO SELLER HAS WAIVED ANY STATUTE OF LIMITATIONS
WITH RESPECT TO ANY TAXES OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO ANY
MATERIAL TAX ASSESSMENT OR DEFICIENCY; AS OF THE AGREEMENT DATE; NO FOREIGN,
FEDERAL, STATE, PARISH OR LOCAL TAX AUDITS OR ADMINISTRATIVE OR JUDICIAL
PROCEEDINGS ARE PENDING OR BEING CONDUCTED WITH RESPECT TO THE COMPANY OR ANY OF
THE ACQUIRED ASSETS; NO INFORMATION RELATED TO TAX MATTERS HAS BEEN REQUESTED BY
ANY FOREIGN, FEDERAL, STATE OR LOCAL TAXING AUTHORITY AND NO WRITTEN NOTICE
INDICATING AN INTENT TO OPEN AN AUDIT OR OTHER REVIEW HAS BEEN RECEIVED BY THE
COMPANY OR ANY SELLER FROM ANY FOREIGN, FEDERAL, STATE, PARISH OR LOCAL TAXING
AUTHORITY.
(A)
THE COMPANY HAS NOT MADE AN ELECTION UNDER §341(F) OF THE CODE.
THE COMPANY IS NOT LIABLE FOR THE TAXES OF ANOTHER PERSON (I) UNDER TREAS. REG.
§ 1.1502-6 (OR COMPARABLE PROVISIONS OF STATE, LOCAL OR FOREIGN LAW), (II) TO
ANY SELLER'S KNOWLEDGE, AS A TRANSFEREE OR
14
SUCCESSOR, OR (III) BY CONTRACT OR INDEMNITY.
THE COMPANY IS NOT A PARTY TO ANY
TAX SHARING AGREEMENT; AND
(B)
ON THE DATE OF ITS FORMATION AND AT ALL TIMES THEREAFTER, THE
COMPANY HAS BEEN CLASSIFIED AS EITHER A SUB-CHAPTER "S" CORPORATION UNDER THE
CODE FOR (I) FEDERAL INCOME TAX PURPOSES AND (II) FOR STATE AND LOCAL INCOME TAX
PURPOSES IN LOUISIANA.
(C)
THE COMPANY IS NOW A SUB-CHAPTER "S" CORPORATION UNDER THE CODE
AND WAS NOT AT ANY PRIOR TIME A "C" CORPORATION.
(D)
NOT LESS THAN TWENTY (20) DAYS PRIOR TO FILING ANY TAX RETURN FOR
THE TAX YEAR OF 2005 OR ANY PART THEREOF, EACH SUCH TAX RETURN SHALL BE
SUBMITTED TO THE PURCHASER.
3.22
LISTED DEVICES.
THE LISTED DEVICES ARE ALL OF THE DEVICES
CURRENTLY PLACED IN THE TRUCK STOP AND EACH LISTED DEVICE IS OWNED BY THE
COMPANY.
EACH SELLER AGREES, AS A PART OF THE CLOSING, TO REQUEST A COORDINATED
TRANSFER OF THE LISTED DEVICES FROM THE LOUISIANA GAMING REGULATORY AUTHORITIES
AND TO COOPERATE IN THE TRANSFER OF SAID LISTED DEVICES AND TO TIMELY PROVIDE
ALL DOCUMENTATION AND INFORMATION AS SHALL BE NECESSARY TO ENSURE THE ORDERLY
AND PROPER TRANSFER OF LISTED DEVICES AT THE TRUCK STOP, INCLUDING ENSURING THAT
THERE IS NO PERIOD OF TIME DURING SUCH A TRANSFER WHEN THE LISTED DEVICES ARE
NOT LEGALLY OPERATING AT THE TRUCK STOP AND AVAILABLE FOR PLAY BY THE GENERAL
PUBLIC.
CONCURRENTLY HEREWITH, EACH SELLER AGREES FOR THEMSELVES AND TO CAUSE
THE COMPANY TO EXECUTE A PURCHASE AGREEMENT WITH SOUTHERN TRADING COMPANY, A
LOUISIANA CORPORATION, OR ANY OTHER DESIGNEE OF THE PURCHASER, TRANSFERRING ALL
OF COMPANY'S INTEREST IN THE LISTED DEVICES TO SOUTHERN TRADING CORPORATION FOR
THE TOTAL CONSIDERATION OF ONE DOLLAR ($1.00) PER