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Seller Group; or (iv) requires any consent, authorization, or approval from, or registration or filing with, any Governmental Authority (not
obtained or made as of the Closing Date), except for consents that, if not so authorized, approved, registered or filed, would not have an Internet
Business Material Adverse Effect.
3.3
Taxes .
(a)
Except for certain ongoing state sales Tax audits listed on Section 3.3(a) of the Seller Disclosure Schedule, no Legal
Proceeding or other claim for assessment or collection of Taxes relating to or otherwise affecting the Purchased Internet Assets is currently
pending or, to the Seller’s Knowledge, has been asserted against the Internet Seller Group.
(b)
All Tax returns required to be filed on or before the Closing Date relating to the Purchased Internet Assets have been or
will be filed on a timely basis in all jurisdictions in which such Tax returns are required to be filed (taking into account any extension of time to
file granted or to be obtained on behalf of the Seller Group) and all Taxes shown as due and owing on each such Tax return have been paid in
full. All such Tax returns were correct and complete in all material respects.
(c)
The Seller Group has not entered into any agreement, whether or not written, providing for the payment of Taxes or
entitlement to refunds and related matters with any other party relating to or otherwise affecting the Purchased Internet Assets. None of the
Purchased Internet Assets has in the past been held, and none of the Purchased Internet Assets will immediately prior to the Internet Closing
Date be held, in an arrangement for which Tax returns as a partnership have been or may be filed.
(d)
Other than as disclosed on Section 3.3(d) of the Seller Disclosure Schedule, no claim, deficiency or adjustment has been
asserted or proposed in writing against the Internet Seller Group with respect to any Tax relating to or otherwise affecting the Purchased Internet
Assets.
(e)
The Purchased Internet Assets are free of any Tax Liens.
(f)
Each of the Seller and each member of the Internet Seller Group is a “United States Person” within the meaning of
Section 7701(a)(30) of the Code of the U.S. Internal Revenue Service.
3.4
Compliance With Laws; Office of Foreign Assets Control . Section 3.4 of the Seller Disclosure Schedule lists each
potential violation of Applicable Law or series of related potential violations of Applicable Law by the Internet Seller Group relating to the
Purchased Internet Assets as to which the aggregate Liability of the Internet Seller Group (with respect to each such violation or series of related
violations) could reasonably be expected to exceed $100,000. The Internet Seller Group (with respect to the Purchased Internet Assets) i
s not in
violation of any requirements of Applicable Law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions,
including, without limitation, Executive Order 13224 (66 Fed. Reg. 49079 (Sept. 23, 2001)).
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