CompUSA 2014 Annual Report Download - page 143
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(k) To the Seller ’
s Knowledge, since January 1, 2012, none of the Companies is a party to any Action by any Taxing authority
for which notice has been received by any Company or sent to any of the Companies. To the Seller ’
s Knowledge, there are no pending or
threatened Actions by any Taxing authority.
(l) The Seller has delivered to the Buyer copies of all federal, state, local and foreign income, franchise and similar Tax Returns
that were requested by the Buyer in writing, and those examination reports, and statements of deficiencies assessed against, or agreed to by, each
of the Companies that were requested by the Buyer or its Representatives in writing, for all Tax periods ending after December 31, 2010.
(m) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of any of the Companies.
(n) None of the Companies is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.
(o) No private letter rulings, technical advice memoranda or similar agreements or rulings have been requested, entered into or
issued by any taxing authority with respect to any of the Companies.
(p) None of the Companies has been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes
(other than a group that includes the Seller). None of the Companies has any Liability for Taxes of any Person (other than such Company) under
Treasury Regulations Section 1.1502-
6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or
otherwise.
(q) None of the Companies will be required to include any item of income in, or exclude any item or deduction from, taxable
income for any taxable period or portion thereof ending after the Closing Date as a result of:
(i)
any change in a method of accounting under Section 481 of the Code (or any comparable provision of state,
local or foreign Tax Laws), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date;
(ii)
an installment sale or open transaction occurring on or prior to the Closing Date, which is outside of the
ordinary course of business;
(iii) a prepaid amount received on or before the Closing Date, which is outside of the ordinary course of business;
(iv) any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law; or
(v) any election under Section 108(i) of the Code.
(r) Schedule 3.10 sets forth a list of states in the United States in which each of the U.S. Companies file income and sales and use
Tax Returns.
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