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(i) The Seller has properly and timely filed all Tax Returns required to <br />have been filed with respect to the Purchased Assets, and each such Tax Return is true, <br />accurate and complete in all material respects. <br />(ii) The Seller has paid all Taxes that are due with respect to the <br />Purchased Assets, whether or not shown on its Tax Returns. <br />(iii) The Seller has withheld and paid all Taxes required to have been <br />withheld and paid with respect to the Purchased Assets in connection with amounts <br />paid or owing to any employee, independent contractor, creditor, stockholder, or other <br />third party and all Forms W-2, 1099 and 1042 required with respect thereto have been <br />properly completed and timely filed. <br />(iv) Except as set forth on Section 3.1(1) of the Disclosure Schedules, <br />the Seller has not requested or been granted any extension of time within which to file <br />any Tax Return related to the Purchased Assets or waived any statute of limitations <br />thereof. <br />(v) No written claim has ever been made by a Governmental Authority <br />in a jurisdiction where the Seller does not file Tax Returns that it is or may be subject to <br />taxation by that jurisdiction with respect to the Purchased Assets. <br />(vi) Except as set forth on Section 3.1(1) of the Disclosure Schedules, <br />there is no claim, audit, examination, action, proceeding, investigation, dispute or <br />assessment currently in progress or pending or, to the Knowledge of the Seller, <br />threatened by a Governmental Authority in connection with any Tax related to the <br />Purchased Assets. <br />(vii) There are no Liens with respect to Taxes existing, or, to the <br />Knowledge of the Seller, threatened or pending on the Purchased Assets, other than <br />Permitted Liens. <br />(viii) Except as set forth on Section 3.1(1) of the Disclosure Schedules, <br />the Seller is not a party to, or bound by or obligated under, any Tax sharing, allocation <br />or indemnity agreement or similar contract or arrangement or any contract that <br />obligates the Seller to make any payment computed by reference to the Taxes, taxable <br />income or taxable losses of any other Person or business that would, in any manner, <br />bind, obligate or restrict the Buyer. <br />(ix) The Seller has not entered into any reportable transaction (within <br />the meaning of Treasury Regulations Section 1.60114(b)). <br />(x) The representations and warranties in this Section 3.1(1) are the <br />sole representations and warranties in respect of Taxes of the Seller or relating to the <br />Purchased Assets and may only be relied upon for taxable periods or portions thereof <br />ending on or before the Closing Date. <br />17 <br />