Laserfiche WebLink
(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 1.6011-4(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 />