Common use of Tax and Other Liabilities Clause in Contracts

Tax and Other Liabilities. Purchaser has no liability of any nature, accrued or contingent, including without limitation, liabilities for Taxes and liabilities to customers or suppliers, other than the following: (a) Liabilities for which full provision has been made on the balance sheet included in the Last Purchaser Balance Sheet; and (b) Other liabilities arising since the Last Purchaser Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, set up as provisions for Taxes on the Last Purchaser Balance Sheet are sufficient for all accrued and unpaid Taxes of Purchaser, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller as a result of the sale of the shares of capital stock of Classic) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the Seller. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser has no Advaxis does not have any material liability of any nature, accrued or contingent, including including, without limitation, liabilities for Taxes Taxes, and liabilities to customers or suppliers, other than the following: (ai) Liabilities for which full provision has been made on the balance sheet included in and the notes thereto, if any (the "Last Purchaser Advaxis Balance Sheet") as of June 30, 2004 (the "Last Advaxis Balance Sheet Date") referred to in Section 2.02(c); and (bii) Other liabilities arising since the Last Purchaser Advaxis Balance Sheet Date and prior to any the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Purchaser Advaxis or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser Advaxis Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserAdvaxis, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Advaxis Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser Advaxis will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller as a result stockholders of the sale of the shares of capital stock of Classic) Advaxis or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the Sellerstockholders of Advaxis. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary Advaxis has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller GXPT a true and correct copy of each such return which was filed in the past six yearssince incorporation; has paid (or has established on the Last Purchaser Advaxis Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller GXPT a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years since incorporation and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser has no CWTI does not have any material liability of any nature, accrued or contingent, including including, without limitation, liabilities for Taxes federal, state, local, or foreign taxes and penalties, interest, and additions to tax ("TAXES"), and liabilities to customers or suppliers, other than the following: (ai) Liabilities for which full provision has been made on the balance sheet included and the notes thereto (the "LAST CWTI BALANCE SHEET") as of December 30, 2005 (the "LAST CWTI BALANCE SHEET DATE") referred to in the Last Purchaser Balance SheetSection 2.01(c); and (bii) Other liabilities arising since the Last Purchaser CWTI Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser CWTI or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser CWTI Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserCWTI, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser CWTI Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser CWTI will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller SheerVision Shareholders as a result of the sale contribution of the their shares of capital stock of ClassicSheerVision Capital Stock to CWTI) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the SellerSheerVision Shareholders. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser CWTI for all taxable years up to and including the taxable year ended December 31, 19971998. Purchaser and each Purchaser Subsidiary CWTI has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller SheerVision Shareholders a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser CWTI Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller SheerVision Shareholders a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser (i) Whitestone has no liability or obligation of any nature, accrued or contingent, including without limitation, limitation liabilities for Taxes and federal, state, local, or foreign taxes, liabilities to customers or suppliers, direct or indirect, claims, losses, damages, deficiencies (including deferred income tax and other net tax deficiencies), costs, expenses, obligations, guarantees, or responsibilities, whether accrued, absolute, or contingent, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, (hereinafter collectively referred to as "Liabilities") other than the following: (a) Liabilities for which full provision and/or disclosure has been made on the audited balance sheet included in (the "Last Purchaser Balance Sheet") as of December 31, 1996 (the "Last Balance Sheet Date") referred to in Section 4.5 of this Agreement; and (b) Other liabilities arising since the Last Purchaser Balance Sheet Date and prior to any the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser Whitestone or any other provision of this Agreement. To the extent that any other liabilities in excess of $3,000 have arisen since the Last Balance Sheet, such other liabilities are described in Schedule 4.7 annexed hereto. (ii) Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes taxes on the Last Purchaser Balance Sheet are sufficient for all accrued and unpaid Taxes federal, state, local and foreign taxes of PurchaserWhitestone, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods years prior thereto. The execution, delivery, and performance of this Agreement by Purchaser will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller as a result of the sale of the shares of capital stock of Classic) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the Seller. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary Whitestone has filed all federal, state, local, and foreign federal tax returns required to be filed by it; has delivered to the Seller a true and correct copy of each such return which was filed in the past six years; them. Whitestone has paid (or has established on the Last Purchaser Balance Sheet a reserve for) all Taxestaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and . Whitestone has delivered to the Seller a true and correct copy of any report not received reports as to adjustments received by it from any taxing authority during the past six five years and a statement as to any litigation, Whitestone knows of no governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of any such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser Classic has no liability of any nature, accrued or contingent, including without limitation, liabilities for Taxes and liabilities to customers or suppliers, other than the following: (a) Liabilities for which full provision has been made on the balance sheet included in the Last Purchaser Classic Balance Sheet; and (b) Other liabilities arising since the Last Purchaser Classic Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser Classic or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, set up as provisions for Taxes on the Last Purchaser Classic Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserClassic, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Classic Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser Classic will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller Sellers as a result of the sale of the shares of capital stock of Classic) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the SellerSellers. The Internal Inland Revenue Service Department of Hong Kong has audited and settled or the statute of limitations has run upon all federal income tax returns Tax Returns of Purchaser Classic and the Seller for all taxable years up to and including the taxable year ended December 31, 1997of assessment 2002/2003. Purchaser Each of the Sellers and each Purchaser Subsidiary Classic has filed all federal, state, local, and foreign local tax returns required to be filed by it; has delivered to the Seller Purchaser a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser Classic Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller Purchaser a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser Each Seller and Classic has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.043.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable). All liabilities of Classic are set forth in Schedule 3.04.

Tax and Other Liabilities. Purchaser Neither Seller nor any Seller Subsidiary has no any liability of any nature, accrued or contingent, including without limitation, limitation liabilities for Taxes and liabilities to customers or suppliers, other than the following: (a) Liabilities for which full provision has been made on the balance sheet included in the Last Purchaser Seller Balance Sheet; and (b) Other liabilities arising since the Last Purchaser Seller Balance Sheet Date and prior to any the Closing (as defined in Section 4.02) in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser Seller or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser Seller Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserSeller and the Seller Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Seller Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance by Seller of this Agreement by Purchaser such of the Transaction Agreements as to which it is or shall be party will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller as a result or by stockholders of the sale of the shares of capital stock of ClassicSeller or any Seller Subsidiary) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes Tax (other than on the properties or assets of the Sellerstockholders of Seller or any Seller Subsidiary). The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns Tax Returns of Purchaser Seller and the Seller Subsidiaries for all taxable years up to and including the taxable year ended December 31, 19971995. Purchaser Each of Seller and each Purchaser Subsidiary of the Seller Subsidiaries has filed all federal, state, local, and foreign tax returns Tax Returns required to be filed by itit or has filed an extension with respect thereto; has delivered to the Seller Purchaser a true and correct copy of each such return which was filed in for the past six yearsyears ended December 31, 1997 and 1998, initialled by the chief executive officer of Seller; has paid (or has established on the Last Purchaser Seller Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller Purchaser a true and correct copy copy, so initialled, of any report as to adjustments received by it from any taxing authority during the past six years and a statement statement, so initialled, as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.042.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser has no GXPT does not have any material liability of any nature, accrued or contingent, including including, without limitation, liabilities for Taxes federal, state, local, or foreign taxes and penalties, interest, and additions to tax ("Taxes"), and liabilities to customers or suppliers, other than the following: (ai) Liabilities for which full provision has been made on the balance sheet included in and the notes thereto (the "Last Purchaser GXPT Balance Sheet") as of April 30, 2004, (the "Last GXPT Balance Sheet Date") referred to in Section 2.01(c); and (bii) Other liabilities arising since the Last Purchaser GXPT Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser GXPT or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser GXPT Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserGXPT, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser GXPT Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser GXPT will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller Advaxis Shareholders as a result of the sale contribution of the their shares of capital stock of ClassicAdvaxis Capital Stock to GXPT) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the SellerAdvaxis Shareholders. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary GXPT has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller Advaxis Shareholders a true and correct copy of each such return which was filed in the past six yearssince incorporation; has paid (or has established on the Last Purchaser GXPT Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller Advaxis Shareholders a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years since incorporation and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser Classic has no liability of any nature, accrued or contingent, including without limitation, liabilities for Taxes and liabilities to customers or suppliers, other than the following: (a) Liabilities for which full provision has been made on the balance sheet included in the Last Purchaser Classic Balance Sheet; and (b) Other liabilities arising since the Last Purchaser Classic Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser Classic or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, set up as provisions for Taxes on the Last Purchaser Classic Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserClassic, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Classic Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser Classic will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller Sellers as a result of the sale of the shares of capital stock of Classic) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the SellerSellers. The Internal Inland Revenue Service Department of Hong Kong has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser Classic and the Seller for all taxable years up to and including the taxable year ended December 31, 1997of assessment 2002/2003. Purchaser Each of the Sellers and each Purchaser Subsidiary Classic has filed all federal, state, local, and foreign local tax returns required to be filed by it; has delivered to the Seller Purchaser a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser Classic Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller Purchaser a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser Each Seller and Classic has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.043.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable). All liabilities of Classic are set forth in Schedule 3.04.

Tax and Other Liabilities. Purchaser has no IAMK does not have any material liability of any nature, accrued or contingent, including including, without limitation, liabilities for Taxes federal, state, local, or foreign taxes and penalties, interest, and additions to tax ("Taxes"), and liabilities to customers or suppliers, other than the following: (ai) Liabilities for which full provision has been made on the balance sheet included in and the notes thereto (the "Last Purchaser IAMK Balance Sheet") as of February 28, 2004 (the "Last IAMK Balance Sheet Date") referred to in Section 2.01(c); and (bii) Other liabilities arising since the Last Purchaser IAMK Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not material nor inconsistent with the representations and warranties of Purchaser IAMK or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser IAMK Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserIAMK, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser IAMK Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser IAMK will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller MPL Shareholder as a result of the sale contribution of the their shares of capital stock of ClassicMPL Capital Stock to IAMK) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the SellerMPL Shareholder. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser IAMK for all taxable years up to and including the taxable year ended December 31February 28, 19972004. Purchaser and each Purchaser Subsidiary IAMK has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller MPL Shareholder a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser IAMK Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller MPL Shareholder a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser Neither SheerVision nor any SheerVision Subsidiary has no any material liability of any nature, accrued or contingent, including including, without limitation, liabilities for Taxes Taxes, and liabilities to customers or suppliers, other than the following: (ai) Liabilities for which full provision has been made on the balance sheet included and the notes thereto (the "LAST SHEERVISION BALANCE SHEET") as of December 31, 2005 (the "LAST SHEERVISION BALANCE SHEET DATE") referred to in the Last Purchaser Balance SheetSection 2.02(c); and (bii) Other liabilities arising since the Last Purchaser SheerVision Balance Sheet Date and prior to any the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Purchaser SheerVision or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser SheerVision Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserSheerVision and the SheerVision Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser SheerVision Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser SheerVision will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller as a result stockholders of the sale of the shares of capital stock of Classic) SheerVision or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the Sellerstockholders of SheerVision. The Internal Revenue Service Neither SheerVision nor any SheerVision Subsidiary has audited and settled or the statute of limitations has run upon all federal income been required to file any tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary has filed all federal, state, local, and foreign by any overseas tax returns authorities or required to be filed by it; has delivered to the Seller a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser Balance Sheet a reserve for) all Taxespay any taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller a true and correct copy of . Neither SheerVision nor any report as to adjustments received by it from any taxing authority during the past six years and a statement as SheerVision Subsidiary is subject to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Purchaser has no NSC does not have any material liability of any nature, accrued or contingent, including including, without limitation, liabilities for Taxes federal, state, local, or foreign taxes and penalties, interest, and additions to tax ("TAXES"), and liabilities to customers or suppliers, other than the following: (ai) Liabilities for which full provision has been made on the balance sheet included and the notes thereto (the "LAST NSC BALANCE SHEET") as of September 30, 2004 (the "LAST NSC BALANCE SHEET DATE") referred to in the Last Purchaser Balance SheetSection 2.01(c); and (bii) Other liabilities arising since the Last Purchaser NSC Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser NSC or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, amounts set up as provisions for Taxes on the Last Purchaser NSC Balance Sheet are sufficient for all accrued and unpaid Taxes of PurchaserNSC, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser NSC Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser NSC will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller Gridline Shareholders as a result of the sale contribution of the their shares of capital stock of ClassicGridline Capital Stock to NSC) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the SellerGridline Shareholders. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser NSC for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary NSC has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller Gridline Shareholders a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser NSC Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller Gridline Shareholders a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. The Purchaser has paid all taxes payable thereby due on or prior to the date hereof. Except as disclosed in the Purchaser SEC Documents or Schedule 4.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).