FairPoint Communications 2005 Annual Report Download - page 166

currently are the subject of an audit. SICC has made available to Buyer true, correct and complete copies of all federal, state and local income Tax returns,
examination reports and statements of deficiencies assessed against or agreed to by SICC and its Subsidiaries since December 31, 2000 and will deliver to
Buyer any such documents received on or before the Closing Date promptly upon receipt or as such documents are prepared by SICC or any Subsidiary.
(d) Neither SICC nor any Subsidiary has waived any statute of limitations in respect to Taxes, agreed to any extension of time with respect to
a Tax assessment or deficiency or entered into a closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the “Code”).
(e) SICC is not a “foreign Person” within the meaning of Section 1445(b)(2) of the Code and SICC will provide to Buyer at Closing
appropriate certificate for purposes of such section.
(f) Neither SICC nor any Subsidiary is bound by any agreement (either with any person or any taxing authority) with respect to Taxes,
including any contractual obligation to indemnify another Person with respect to Taxes.
(g) Except as set forth on Schedule 2.15(g), neither SICC nor its Subsidiaries is party to any agreement, contact arrangement, or plan that has
resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code §280G (or any
corresponding provision of state, local or foreign tax law) in connection with the transactions contemplated hereunder.
(h) Neither SICC nor any Subsidiary (i) has filed a consent under Section 341(f) of the Code nor has any such entity agreed to have any such
provision of corresponding state, local or foreign income Tax law apply to any disposition of any asset such entity owns, (ii) is required to make any
adjustments with respect to a change in Tax accounting methods and no such entity has proposed such adjustment or received written notice that the IRS or
another Tax authority has proposed such adjustment, (iii) has distributed the stock of any corporation in a transaction satisfying the requirements of
Section 355 of the Code since April 16, 1997, and no stock of SICC or any Subsidiary has been distributed in a transaction satisfying the requirements of
Section 355 of the Code since April 16, 1997, and (iv) is a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect
prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982, and none of the assets of SICC or any Subsidiary has been financed with, or
directly or indirectly secures, any industrial revenue bonds or Indebtedness, the interest on which is Tax exempt under Section 103(a) of the Code, and none of
the assets of SICC or any Subsidiary is Tax exempt use property within the meaning of Section 168(h) of the Code.
(i) None of the Tax attributes of SICC or any Subsidiary are subject to the limitations of Code Sections 382, 383 or 384 or Treas. Reg.
Section 1.1502 21(c). Except as set forth on Schedule 2.15(i), neither SICC nor any Subsidiary is party to any joint venture, partnership, or
16