2.10 Compliance with Legal Requirements.
(a) MCIG and Persons acting in concert with or on behalf of the MCIG are not, nor has any of them since the last MCIG SEC Report been, in violation of any Legal Requirement applicable to MCIG or by which any of their respective properties are bound or any regulation issued under any of the foregoing or has been notified in writing by any Governmental Body of any violation, or any investigation with respect to any such Legal Requirement. “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal); or (d) self-regulatory organization (including FINRA).
(b) MCIG has all material Authorizations from governmental authorities required to conduct their business as now being conducted. Such Authorizations are valid and in full force and effect, and MCIG and Persons acting in concert with and on their behalf are in compliance in all material respects with all such Authorizations.
(c) MCIG has, and (to the Knowledge of MCIG) no Representative of MCIG with respect to any matter relating to MCIG, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any other unlawful payment.
2.11 Tax Matters.
(a) Each of the Tax Returns required to be filed by or on behalf of MCIG with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the “MCIG Returns”): (i) has been or will be filed on or before the applicable due date (including any extensions of such due date); and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All Taxes of MCIG, whether or not shown on the MCIG Returns, due on or before the Closing Date, have been or will be paid on or before the Closing Date.
(b) The MCIG SEC Reports Balance Sheet fully accrues all actual and contingent liabilities for Taxes with respect to all periods through the date of this Agreement in accordance with GAAP, except for liabilities for Taxes incurred since the date of the latest MCIG SEC Report Balance Sheet in the operation of the business of the MCIG.
(c) MCIG is not currently being audited by any Governmental Body. No extension or waiver of the limitation period applicable to any of MCIG Returns has been granted (by MCIG or any other Person), and no such extension or waiver has been requested from any Acquiring Corporation.
(d) No claim or Legal Proceeding is pending or, to the Knowledge of MCIG, has been threatened against it in respect of any material Tax. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by MCIG with respect to any Tax. There are no liens for material Taxes upon any of the assets of MCIG.
FOR THE EXCHANGE OF SECURITIES
By And Among
CAFÉ SERENDIPITY HOLDINGS, INC.