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200209214 (b) liabilities, commitments or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Shat Date: (c) liabilities. commitments m obfigatioru under this Agreement: and (d) liabilities, commitments or Obligations dun individually m in the aggregate have not had and are not reasonably likely in have a Material Adverse Effect. SEcnoN 5.12. Compliance with Jaws and Court Orders. The Company and each of its Subsidiaries is and since January 1. 1996 has been in compliance with- and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with m given notfm of any violation of, any applicable law. Marne, ordinance. role, regulation, judgment. injunction, order or decree, except for failures to comply or violations that have not had and would not reasonably be likely in have, individually or in the aggregate, a Material Adverse Effect on the Company. SEt-nott 5.13. Litigation. Except as set forth in the Company SEC Docaroents filed prior to the date hereof. there is a action. suit, investigation or proceeding (or any basis therefor) pending against, or, o the knowledge of the Company, threatened against or affecting. the Company. any of its Subsidiaries, any present or former officer. director m employee of the Company or my of its Subsidiaries or any other Person for whom the Company or my of such Subsidiary may be liable or any of their respective properties before my court or arbitrator in before or by my 9OVemmaMW body, agency or official. domestic. foreign or supreraronal. thin would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or that in my manner challenges or seeks in prevent enjoin, alter or materially delay the Offer or the Merger or my of the other transactions contemplated hereby. SErnott 5.14. Finders' Fees. Except for CSFB, a copy of whose engagement agreement has been provided to Parent there is no invitations banker, broker. finder or order intermediary that has been retained by or u authorized to act on behalf of the Company or MY of its Subsidiaries who might be entidd to my fee Or commission from the Company or my of its Affiliates in connection with the transactions comempatd by this Agreement SecnoN 5.15. Taxer. (a) Ali Tax Returns required by applicable law o be filed with my Taxing Authority bY, or on behalf of, the Company or my of its Subsidiaries have bean filed when due in accordance with all applicable laws, and all such Tax Returns are, or will be a the time of filing. rue and complete in all material respects. (b) In all material respects, the Company and each of its Subsidiaries her paid (or has had paid on its behalf) or has wuhhed and rammed to the appropriate Taxing Audionly or, where payment is not yet due, has established (or has had established on its behalf ad for its suit beefit and recourse) in accordance with GAAP an adequate accrual for. all Taxes through the end of the leas period for which the Company and its Subsidiaries ordinarily record items on their respective books. (c) To the knowledge of the Company, the income and fixrehm Tax Returns of ComparY and in Subsidiaries through the Tax year ended December 31, 1996 have ben examined and closed or are Tax Returns with respect to which the applicable period for stasament under applicable law, after giving effect in exwmiom or waivers, has expired (d) There is an claim, audit action, suit p weeding a investigation now, pending or threatened against or With respect in Company or its Subsidiaries in respect of my Tax a Tax asset (e) During the five -year period ending on the data hereof. neither the Company nor my of its Subsidiaries was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code. (f) Neither the Company nor my of its Subsidiaries has ban a member of an affiliated. consolidated combined or unitary group other than one of which the Company was the commutt Parent A -16