Common use of Representations and Warranties of the Seller and the Company Clause in Contracts

Representations and Warranties of the Seller and the Company. The Seller and the Company hereby represent and warrant to the Purchaser that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of British Columbia, Canada, without limit as to the duration of its existence, and has the full corporate power and authority to enter into and carry out this Agreement and the agreements herein contemplated and to issue the Shares as herein provided. The Company has the corporate power and authority to own, lease and operate its properties and to carry on the business currently conducted by it. The Company has previously made available to the Purchaser complete and correct copies of its Articles of Incorporation and its By-Laws as in effect on the date hereof. The Company has not taken any action for the purpose of effecting any amendment of its Articles of Incorporation or By-Laws from the form in which such instruments were previously provided to the Purchaser. (b) The Company is duly qualified as a foreign corporation authorized to do business and is in good standing in each jurisdiction in which such qualification and good standing may be required, except to the extent that the failure to so qualify, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business of the Company. 2.1.2 The execution, delivery and performance by the Company of this Agreement and the documents herein contemplated, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate and shareholder action of the Company, which has not been revoked, and no other corporate or shareholder action on the part of the Company is necessary. This Agreement is, and the other agreements contemplated to be delivered by the Company hereby when executed will be, the valid and binding obligations of the Company legally enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and of general equitable principles (whether considered in a proceeding in equity or at law). 2.1.3 The Company does not own, directly or indirectly, any equity Stock, or options, warrants or other rights to acquire equity Stock, or Stock convertible into or exchangeable for equity Stock, of any other corporation (limited liability or otherwise), or any partnership interest in any general or limited partnership or limited liability partnership or unincorporated joint venture. There are no agreements, arrangements, undertakings or understandings governing the rights and duties of the Company as a shareholder of any other corporation, including, without limitation, any agreement, arrangement or understanding under which the Company is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any obligation or liability of, any such corporation. 2.1.4 The issued capital stock of the Company, at the Closing of the transaction contemplated hereby, consists of 100 shares of Common Stock. There are no existing options, warrants, calls or agreements requiring or entitling the holder thereof to the issuance of additional shares of capital stock of the Company, or Stock convertible into capital stock of the Company, and there are no arrangements or understandings to which the Company is a party or by which it is bound pursuant to which the Company is or may be required to issue additional shares of its capital stock. All of the issued and outstanding shares of capital stock of the Company were duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive rights or Federal or provincial Stock laws. 2.1.5 The Shares are not subject to preemptive rights and, when issued in accordance with this Agreement, and the terms and conditions of the Warrant will be duly authorized, validly issued, fully paid and non-assessable, and free of any and all encumbrances, claims, security interests or any other rights or interests of third parties whatsoever (other than rights or interests in favor of the Purchaser hereunder and the rights and interests granted to third parties by or through the Purchaser). 2.1.6 The execution, delivery and performance by the Company of this Agreement and the documents herein contemplated, and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) result in a breach of, or a default under (or an event which, with the lapse of time or the giving of notice or both, would constitute an event of default), or give any third party the right to terminate, cancel, modify or accelerate, or require any consent or the giving of any notice under, any contract, mortgage, loan, note, lease, bond, indenture, security agreement, undertaking or other agreement, instrument or obligation to which the Company is a party or by which it, or any of its property, may be bound or affected, or cause any security interest, lien, claim or other encumbrance to be created or imposed upon any such property by reason thereof, (ii) be in conflict with or contravention of any terms or provisions of the Articles of Incorporation or By-Laws of the Company, (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any Federal, state/provincial, local or foreign court or governmental or regulatory body, agency or authority applicable to the Company or by which any of its respective properties or assets may be bound or (iv) those which shall have been made or obtained on or prior to the Closing Date and except, in the case of each of the preceding subclauses (i) and (iii), those, the failure of the Company to make or obtain which, or the occurrence of which, could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business of the Company. (a) The Company has delivered to the Purchaser true, complete and accurate copies of the Company's unaudited financial statements (including balance sheets, statements of operations and statements of cash flows) at and for the financial year ended February 28, 1999 (the "1999 Financial Statements"). Except as otherwise described therein (including any notes thereto), the 1999 Financial Statements have been prepared in conformity with generally accepted accounting principles consistently applied during the periods covered thereby, and present fairly in all material respects the financial condition, results of operations and cash flows of the Company as at the dates, and for the periods, stated therein 2.1.8 Except for any of the following that are not expected to have a materially adverse effect on the business or financial condition of the Company: (a) there are no actions, suits, investigations, hearings, workers compensation claims or proceedings (including, without limitation, arbitral or administrative proceedings) pending or, to the best knowledge of the Company, threatened, against or affecting the Company or its properties, assets or business (or to the best knowledge of the Company, pending or threatened against, relating to or involving any of the officers, directors, employees, agents or consultants of the Company in connection with the business of the Company); and (b) the Company is not in default with respect to, there does not remain unsatisfied, and continuing compliance is not required under, any judgment, order, writ, injunction, decree, rule or award of any court, arbitrator or federal, state/provincial, municipal or other governmental or regulatory body, department, commission, board, bureau, agency, authority or instrumentality, domestic or foreign.

Representations and Warranties of the Seller and the Company. The Seller (a) Each of the Company and the Company Seller hereby represent represents and warrant warrants, as to itself, to the Purchaser Eligible Lender Trustee and any Swap Counterparties that: (ai) The Company It is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws of British Columbia, Canada, without limit as to the duration jurisdiction of its existenceincorporation, and has the full with corporate power and authority to enter into and carry out this Agreement and the agreements herein contemplated own its properties and to issue conduct its business as such properties are currently owned and such business is currently conducted (subject, with respect to the Shares Seller and its Student Loans, to the vesting of legal title thereto in Bank One, National Association ("Bank One") or another eligible lender, as herein provided. The Company trustee for the Seller). (ii) It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications except where failure to do so (both singly and in the aggregate) will not have a material adverse effect on the conduct of its business, operations or financial condition. (iii) It has the corporate power and authority to own, lease execute and operate its properties deliver this Agreement and to carry on out its terms; and the business currently conducted by it. The Company has previously made available to the Purchaser complete and correct copies of its Articles of Incorporation and its By-Laws as in effect on the date hereof. The Company has not taken any action for the purpose of effecting any amendment of its Articles of Incorporation or By-Laws from the form in which such instruments were previously provided to the Purchaser. (b) The Company is duly qualified as a foreign corporation authorized to do business and is in good standing in each jurisdiction in which such qualification and good standing may be required, except to the extent that the failure to so qualify, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business of the Company. 2.1.2 The execution, delivery and performance by the Company of this Agreement and the documents herein contemplated, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by it by all requisite necessary corporate action; the Seller has full power and shareholder action of authority to transfer and assign the Company, which has not been revokedproperty to be transferred and assigned to, and no other to be deposited with, the Trustee; and the Seller has duly authorized such transfer and assignment to the Trust by all necessary corporate or shareholder action on the part of the Company is necessary. action. (iv) This Agreement isconstitutes its legal, and the other agreements contemplated to be delivered by the Company hereby when executed will be, the valid and binding obligations of the Company legally obligation enforceable against it in accordance with their respective its terms, subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other similar laws relating to or affecting creditors' rights generally and subject to general principles of general equitable principles (whether considered in a proceeding in equity or at law)equity. 2.1.3 (v) The Company does consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not ownconflict with, directly or indirectly, result in any equity Stockbreach of any of the terms and provisions of, or optionsconstitute (with or without notice or lapse of time or both) a default under, warrants its certificate of incorporation or other rights to acquire equity Stock, or Stock convertible into or exchangeable for equity Stock, of any other corporation (limited liability or otherwise)by-laws, or any partnership interest in any general indenture, agreement or limited partnership or limited liability partnership or unincorporated joint venture. There are no agreements, arrangements, undertakings or understandings governing the rights and duties of the Company as a shareholder of any other corporation, including, without limitation, any agreement, arrangement or understanding under which the Company is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any obligation or liability of, any such corporation. 2.1.4 The issued capital stock of the Company, at the Closing of the transaction contemplated hereby, consists of 100 shares of Common Stock. There are no existing options, warrants, calls or agreements requiring or entitling the holder thereof to the issuance of additional shares of capital stock of the Company, or Stock convertible into capital stock of the Company, and there are no arrangements or understandings instrument to which the Company it is a party or by which it is bound bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to which the Company is or may be required to issue additional shares of its capital stock. All of the issued and outstanding shares of capital stock of the Company were duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation terms of any preemptive rights such indenture, agreement or Federal or provincial Stock laws. 2.1.5 The Shares are not subject to preemptive rights and, when issued in accordance with this Agreement, and the terms and conditions of the Warrant will be duly authorized, validly issued, fully paid and non-assessable, and free of any and all encumbrances, claims, security interests or any other rights or interests of third parties whatsoever instrument (other than rights or interests in favor of the Purchaser hereunder and the rights and interests granted to third parties by or through the Purchaser). 2.1.6 The execution, delivery and performance by the Company of this Agreement and the documents herein contemplated, and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) result in a breach of, or a default under (or an event which, with the lapse of time or the giving of notice or both, would constitute an event of default), or give any third party the right to terminate, cancel, modify or accelerate, or require any consent or the giving of any notice under, any contract, mortgage, loan, note, lease, bond, indenture, security agreement, undertaking or other agreement, instrument or obligation to which the Company is a party or by which it, or any of its property, may be bound or affected, or cause any security interest, lien, claim or other encumbrance to be created or imposed upon any such property by reason thereof, (ii) be in conflict with or contravention of any terms or provisions of the Articles of Incorporation or By-Laws of the Company, (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any Federal, state/provincial, local or foreign court or governmental or regulatory body, agency or authority applicable pursuant to the Company or by which Basic Documents); nor violate any of its respective properties or assets may be bound or (iv) those which shall have been made or obtained on or prior to the Closing Date and except, in the case of each of the preceding subclauses (i) and (iii), those, the failure of the Company to make or obtain which, or the occurrence of which, could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business of the Company. (a) The Company has delivered to the Purchaser true, complete and accurate copies of the Company's unaudited financial statements (including balance sheets, statements of operations and statements of cash flows) at and for the financial year ended February 28, 1999 (the "1999 Financial Statements"). Except as otherwise described therein (including any notes thereto), the 1999 Financial Statements have been prepared in conformity with generally accepted accounting principles consistently applied during the periods covered thereby, and present fairly in all material respects the financial condition, results of operations and cash flows of the Company as at the dates, and for the periods, stated therein 2.1.8 Except for any of the following that are not expected to have a materially adverse effect on the business or financial condition of the Company: (a) there are no actions, suits, investigations, hearings, workers compensation claims or proceedings (including, without limitation, arbitral or administrative proceedings) pending law or, to the best knowledge of the Companyits knowledge, threatenedany order, against rule or affecting the Company regulation applicable to it of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. (vi) There are no proceedings or investigations pending or, assets to its best knowledge, threatened before any court, regulatory body, administrative agency or business other governmental instrumentality having jurisdiction over the Seller or its properties: (or A) asserting the invalidity of this Agreement, (B) seeking to prevent the best knowledge consummation of the Company, pending or threatened against, relating to or involving any of the officers, directors, employees, agents transactions contemplated by this Agreement or consultants (C) seeking any determination or ruling that might materially and adversely affect the performance by it of the Company in connection with the business of the Company); and (b) the Company is not in default with respect to, there does not remain unsatisfied, and continuing compliance is not required its obligations under, any judgmentor the validity or enforceability of, order, writ, injunction, decree, rule or award of any court, arbitrator or federal, state/provincial, municipal or other governmental or regulatory body, department, commission, board, bureau, agency, authority or instrumentality, domestic or foreignthis Agreement.

Representations and Warranties of the Seller and the Company. 2.1 The Seller Company and the Company hereby Seller jointly and severally warrant and represent and warrant to the Purchaser with the intention and purpose of inducing the Purchaser to enter into this Agreement that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of British Columbia, Canada, without limit as to the duration State of its existence, Delaware and has the full corporate power and authority to enter into and carry out this Agreement and the agreements herein contemplated and to issue the Shares as herein provided. The Company has the requisite corporate power and authority to own, lease and operate its properties assets and to carry on the its business currently conducted by itas now conducted. The Company has previously made available is duly qualified to the Purchaser complete and correct copies of conduct its Articles of Incorporation and its By-Laws as business in effect on the date hereof. The Company has not taken any action for the purpose of effecting any amendment of its Articles of Incorporation or By-Laws from the form each other jurisdiction in which such instruments were previously provided to qualification is required based on the Purchasernature of the Company’s business and the ownership and operation of its assets. (b) The Company Seller is duly qualified as a foreign corporation authorized to do business the legal, record and is in good standing in each jurisdiction in which such qualification beneficial owner of the Shares and good standing may be requiredhas good, except valid, legal and indefeasible title thereto, free and clear of any charge, mortgage, pledge, security interest, restriction, lien, encumbrance hypothecation, charge, restriction, option, lease or sublease, claim, right of any third party, easement, encroachment or other charges or rights of others of any kind or nature (“Liens”). Upon the delivery of the Shares to the extent that Purchaser at the failure Closing, the Purchaser will acquire the beneficial and legal, valid and indefeasible title to so qualifythe Shares, individually free and clear of all Liens. The Seller has no obligation (contingent or otherwise) to sell, transfer, convey or to purchase, redeem or otherwise acquire any shares of capital stock or other equity interest in the aggregate, could not reasonably be expected or to have a material adverse effect on the business of the Company. 2.1.2 (c) The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and any other agreement delivered in connection herewith and to consummate the transactions contemplated hereby and thereby. The Company has duly authorized, executed and delivered this Agreement to the Purchaser. Subject only to receipt of the written consent of the Seller as a stockholder of the Company approving this Agreement and the transactions contemplated hereby, this Agreement and the transactions contemplated hereby have been authorized by all necessary respective corporate actions. The Company’s Board of Directors has: (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to, and in the best interests of the Company’s stockholders; (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby; and (iii) recommended that this Agreement be approved by the stockholder of the Company. This Agreement is a valid and legally binding obligation of the Company. The execution, delivery and performance of this Agreement by the Company requires no action by or in respect of, or filing with, or consent of, any governmental entity or any other person or entity (“Person”), and does not contravene, or constitute a default under, any provision of applicable law or of its Articles of Incorporation (or similar constituting document), Bylaws or any agreement, note, instrument, judgment, injunction, order, decree or any other document binding upon the Company. (d) Seller is of the age of majority, not under a disability, and has the legal power, right and authority to enter into and perform this Agreement and to perform each of his obligations hereunder and under any agreement to be entered into in connection herewith. This Agreement and each other agreement to be entered into by the Seller in connection herewith has been duly executed and delivered by the Seller, and constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement and the documents herein contemplated, and the consummation other agreements to be entered by the Company of the transactions contemplated hereby and thereby, have been duly authorized Seller in connection herewith requires no action by all requisite corporate and shareholder action of the Company, which has not been revoked, and no other corporate or shareholder action on the part of the Company is necessary. This Agreement is, and the other agreements contemplated to be delivered by the Company hereby when executed will be, the valid and binding obligations of the Company legally enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and of general equitable principles (whether considered in a proceeding in equity or at law). 2.1.3 The Company does not own, directly or indirectly, any equity Stockrespect of, or options, warrants or other rights to acquire equity Stockfiling with, or Stock convertible into or exchangeable for equity Stock, of any other corporation (limited liability or otherwise), or any partnership interest in any general or limited partnership or limited liability partnership or unincorporated joint venture. There are no agreements, arrangements, undertakings or understandings governing the rights and duties of the Company as a shareholder of any other corporation, including, without limitation, any agreement, arrangement or understanding under which the Company is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any obligation or liability consent of, any governmental entity or any other Person, and does not contravene, or constitute a default under, any provision of applicable law or of any contract, agreement, note, instrument judgment, injunction, order, decree or any other document binding upon such corporationSeller. 2.1.4 The issued (e) As of the Closing Date, the authorized capital stock of the Company, at the Closing of the transaction contemplated hereby, Company consists of 100 of: (i) 1,500 shares of Common Stock, par value $0.01 (“Common Stock”), all of which are issued and outstanding. There are The Company has issued no existing options, warrants, calls preferred stock or agreements requiring or entitling the holder thereof to the issuance any other class of additional stock. (f) No shares of capital stock of the Company, or Stock convertible into capital stock Company have been issued other than the Shares set forth above and the Seller is the sole record and beneficial owner of the Company, and there are no arrangements or understandings to which the Company is a party or by which it is bound pursuant to which the Company is or may be required to issue additional shares of its capital stock. All all of the issued and outstanding shares of capital stock Common Stock of the Company. The Company were duly authorized and validly issued and does not have outstanding any bonds, debentures, notes or other obligations which provide the holders of which with the right to vote (or which are fully paid and non-assessable, and were not issued in violation of any preemptive rights convertible into or Federal or provincial Stock laws. 2.1.5 The Shares are not subject exercisable for securities having the right to preemptive rights and, when issued in accordance with this Agreement, and the terms and conditions of the Warrant will be duly authorized, validly issued, fully paid and non-assessable, and free of any and all encumbrances, claims, security interests or any other rights or interests of third parties whatsoever (other than rights or interests in favor of the Purchaser hereunder and the rights and interests granted to third parties by or through the Purchaservote). 2.1.6 (g) The execution, delivery and performance by the Company of this Agreement and the documents herein contemplated, and the consummation by the Company of the transactions contemplated hereby and thereby will notdoes not have any: (i) result in a breach ofissued or outstanding subscription, or a default under (or an event whichwarrant, with the lapse of time or the giving of notice or bothoption, would constitute an event of default), or give any third party the right to terminate, cancel, modify or accelerate, or require any consent or the giving of any notice under, any contract, mortgage, loan, note, lease, bond, indenture, convertible security agreement, undertaking or other agreement, instrument right (contingent or obligation otherwise) to which the Company is a party purchase or by which it, or acquire any shares of its property, may be bound or affected, or cause any security interest, lien, claim capital stock or other encumbrance to be created or imposed upon any such property by reason thereof, equity interest; (ii) be in conflict with obligation (contingent or contravention otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any terms shares of capital stock or provisions other equity interest of the Articles Company any evidences of Incorporation indebtedness or By-Laws assets of the Company; (iii) obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or other equity interest or to pay any dividend or to make any other distribution in respect thereof; or (iv) outstanding or authorized stock or equity appreciation rights, phantom stock, phantom equity or similar rights or obligations. (h) There is no agreement, written or oral, between or among the Company and any holder(s) of securities of the Company, (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any Federal, state/provincial, local or foreign court or governmental or regulatory body, agency or authority applicable relating to the Company sale or by which any transfer (including agreements relating to rights of its respective properties first refusal, co-sale rights or assets may be bound “drag along” rights), registration under the Securities Act of 1933, as amended, or (iv) those which shall have been made or obtained on or prior to the Closing Date and except, in the case of each voting of the preceding subclauses (i) and (iii), those, the failure of the Company to make capital stock or obtain which, or the occurrence of which, could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business equity interests of the Company. (ai) The There is, and at all times there has been, no civil, criminal or administrative suit, action, proceeding, investigation, review or inquiry pending or threatened against or affecting the Company has delivered or the Seller (with respect to the Purchaser true, complete and accurate copies operation of the business of the Company's unaudited financial statements (including balance sheets, statements of operations and statements of cash flows) at and for the financial year ended February 28, 1999 (the "1999 Financial Statements"). Except as otherwise described therein (including any notes thereto), the 1999 Financial Statements have been prepared in conformity with generally accepted accounting principles consistently applied during the periods covered therebynor is there, and present fairly in all material respects the financial conditionor at any time has there been, results any judgment, decree, injunction, rule or order of operations and cash flows of the Company as at the dates, and for the periods, stated therein 2.1.8 Except for any of the following that are not expected to have a materially adverse effect on the business governmental entity or financial condition of the Company: (a) there are no actions, suits, investigations, hearings, workers compensation claims or proceedings (including, without limitation, arbitral or administrative proceedings) pending or, to the best knowledge of the Company, threatenedarbitrator outstanding, against or affecting the Company or its properties, assets or business the Seller (or with respect to the best knowledge operation of the Company, pending or threatened against, relating to or involving any of the officers, directors, employees, agents or consultants of the Company in connection with the business of the Company) (the foregoing collectively referred to as “Proceedings”); . (j) At all times since its formation the Company has been properly treated as a corporation taxable under Subchapter C of the Code. The Company has timely filed all Tax Returns required to be filed by the Company in the manner provided by law. All such Tax Returns are true, correct and (b) complete in all material respects. The Company has timely paid all Taxes due, whether or not shown as being due on any tax returns. All Taxes that the Company is not or was required by law to collect or withhold have been duly withheld or collected and paid to the proper Tax authority. No audit, examination, investigation, deficiency or refund litigation or other Proceeding in default respect of Taxes of the Company is pending or threatened or being conducted by a Tax authority, and neither the Company nor Seller has received notice of the commencement of any audit, examination, deficiency litigation or other proceeding with respect to, there does not remain unsatisfiedto any such Taxes. The Company is not, and continuing compliance has not been, a party to a “reportable transaction” within the meaning of Section 6707A of the Code and Treasury Regulations Section 1.6011-4(b). For all purposes of this Agreement, the term “Taxes” shall mean (i) all taxes, assessments, charges, duties, fees, levies and other governmental charges, including income, franchise, capital stock, real property, personal property, escheat, abandoned or unclaimed property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which the Company may have any liability imposed by any taxing authority, whether disputed or not, and any charges, interest, additions to tax or penalties imposed by any taxing authority, (ii) any and all liability for amounts described in clause (i) of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor) is not required underor was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any judgmentanalogous or similar state, orderlocal, writor foreign law or regulation, injunctionand (iii) any and all liability for amounts described in clause (i) of any Person imposed on the Company as a transferee or successor, decreeby contract, pursuant to any law, rule or award regulation, or otherwise. For all purposes of this Agreement, the term “Tax Returns” shall mean any courtreport, arbitrator or federalreturn, state/provincialdeclaration, municipal or other governmental or regulatory bodyinformation required to be supplied to a taxing authority in connection with Taxes, departmentincluding estimated returns, commissionamended returns, boardclaims for refund, bureauinformation statements, agency, authority or instrumentality, domestic or foreignand reports of every kind with respect to Taxes and any supporting documentation related thereto.