Supercuts 2008 Annual Report Download - page 158

any reserves established thereunder. Each Insurance Policy is in full force and effect and, other than the Directors and Officers' Insurance Policy
of the Seller which currently applies to the Company and its Subsidiaries, shall, unless otherwise elected by Buyer, remain in full force and
effect in accordance with its terms immediately following the Closing. Neither the Company nor any of its Subsidiaries is in default in any
material respect with respect to its obligations under any insurance policy maintained by it. The Company and its Subsidiaries are current in all
premiums or other payments due under the Insurance Policies and have otherwise complied in all material respects with all of their obligations
under each Insurance Policy. The Company has given timely notice to the insurer of all material claims that may be insured thereby. Except as
disclosed in the Insurance Schedule , to the knowledge of the Company, no Insurance Policy provides for any retrospective premium adjustment
or other experience-based liability on the part of the Company or any of its Subsidiaries.
5.19 Tax Matters.
(a) The Company and each Subsidiary and each Affiliated Group has timely filed all Tax Returns required to be filed by it, each such Tax
Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all material
respects. All Taxes due and payable by the Company and its Subsidiaries have been paid, and the Company and its Subsidiaries have withheld
and paid over to the appropriate taxing authority all Taxes which they are required to withhold from amounts paid or owing to any employee,
stockholder, creditor or other third party.
(b) Except as set forth on the attached Taxes Schedule :
(i) none of the Company or any of its Subsidiaries has requested or been granted an extension of the time for filing any Tax Return
which has not yet been filed;
(ii) none of the Company or any of its Subsidiaries has consented to waive the relevant statute of limitations or extend the time in
which any material Tax may be assessed or collected by any taxing authority;
(iii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Tax has been
proposed, asserted or assessed by any taxing authority against the Company or any Subsidiary;
(iv) there is no action, suit, taxing authority proceeding or audit now in progress, or to the Company's knowledge, pending or
threatened against or with respect to the Company or any Subsidiary;
(v) to the knowledge of the Company, no claim has ever been made by a taxing authority in a jurisdiction where the Company or
any Subsidiary does not file Tax Returns that the Company or any such Subsidiary, respectively, is or may be subject to taxation by that
jurisdiction;
(vi) none of the Company or any Subsidiary has made any election under Section 341(f) of the Code (or any corresponding
provision of state, local or foreign income Tax law);
(vii) none of the Company or any of its Subsidiaries will be required to include any item of income in, or exclude any item of
deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in
method of accounting for a taxable period ending on or prior to the Closing Date; (B) "closing agreement" as described in Section 7121
of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing
Date; (C) intercompany transactions or any excess loss account described in Treasury Regulations under Code § 1502 (or any
corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made
on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date;
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